Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. (a) Neither the Company nor any Company Subsidiary shall, directly or indirectly, through any officer, director, agent or otherwise, (i) solicit, initiate or encourage the submission of, any Acquisition Proposal (as defined in Section 9.04) or (ii) except as required by the fiduciary duties of the Board under applicable law after having received advice from outside legal counsel and after giving prior written notice to Parent and Merger Sub and entering into a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement, participate in any discussions or negotiations regarding, or furnish to any person, any information with respect to, or otherwise cooperate in any way with respect to, or assist or participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. (b) Except as set forth in this Section 6.16.04(b), until neither the termination Board nor any committee thereof shall (i) withdraw, modify or change, or propose to withdraw, modify or change, in a manner adverse to Parent or Merger Sub, the approval or recommendation by the Board or any such committee of this Agreement, the Merger or any other transaction contemplated hereby, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to obtaining the Company Stockholders' Approval, the Board determines in good faith that it is required to do so by its fiduciary duties under applicable law after having received advice from outside legal counsel, the Board may withdraw or modify its approval or recommendation of the Merger, but only to terminate this Agreement in accordance with the terms hereof Section 8.01(j) (the “Specified Time”)and, neither concurrently with such termination, cause the Company nor any of its Subsidiaries to enter into an agreement with respect to a Superior Proposal). (c) The Company shall, and the Company shall not authorize direct or permit cause its directors, officers, employees, investment bankers, attorneys, accountants representatives and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) agents to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably immediately cease and cause to be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in terminated any discussions or negotiations with, or furnish with any non-public information to, any Person (other than the Parent or its Representatives) relating parties that may be ongoing with respect to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth . (d) The Company shall promptly advise Parent orally and in this Agreement, in response to a bona fide written writing of (i) any Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public or any request for information with respect to any Acquisition Proposal, the Company material terms and its Subsidiaries to any Person (conditions of such Acquisition Proposal or request and the Representatives identity of the person making such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, request and (Bii) engage any changes in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. Proposal or request. (e) The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) agrees, except as required by the Company. The Company (x) shall notBoard's fiduciary duties under applicable law after having received advice from outside legal counsel, and shall cause its Subsidiaries not toto release any third party from, terminate, waive, amend or modify waive any provision of, any confidentiality or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries the Company is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in this Subject to Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”5.3(b), neither during the Pre-Closing Period, the Company nor any of will not, and will cause its Subsidiaries shalland their respective directors and executive officers not to, and the Company shall will not authorize or knowingly permit any of its directors, officers, or its Subsidiaries’ employees, investment bankers, attorneys, accountants consultants or other Representatives to (and other advisors or representatives (will instruct such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) toPersons to not), directly or indirectly: , (i) solicit, initiate, knowingly encourage propose or induce the making, submission or announcement of, or knowingly encourage, facilitate any inquiries or the making of assist, any proposal or offer inquiry that constitutes, or would reasonably be expected to lead to, any an Acquisition Proposal; or (ii) enter intofurnish to any Person (other than Parent, continue Merger Sub or otherwise participate in any discussions or negotiations with, or furnish of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything one (1)-year period prior to the contrary set forth in date of this Agreement, in response made or indicated an intention to a bona fide written make any inquiry, proposal, discussion or offer regarding any potential Acquisition Proposal Transaction or that did not result from a material breach of this Section 6.1, and subject constitutes or would reasonably be expected to compliance with Section 6.1(c), prior lead to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions enforce the provisions of any existing confidentiality or negotiations (including solicitation of revised Acquisition Proposals) non-disclosure agreement entered into with any Qualified Person (and the Representatives of such Qualified Person) regarding respect to any such Acquisition Proposal. The inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall will not be deemed required to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall notenforce, and shall cause its Subsidiaries not to, terminate, waive, amend or modify will be permitted to waive any provision of, or grant permission or request under, of any standstill or confidentiality agreement to which it the extent that such provision prohibits or any of its Subsidiaries is or becomes purports to prohibit a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts confidential proposal being made to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent (or any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentcommittee thereof)).

No Solicitation or Negotiation. Except as set forth in this Subject to the terms of Section 6.15.3(b), Section 5.3(d) and Section 5.3(f), from the date hereof until the earlier to occur of the termination of this Agreement in accordance with pursuant to Article IX and the terms hereof (the “Specified Time”)Closing, neither the Company nor will (1) cease and cause to be terminated any of discussions or negotiations with any Person and its Subsidiaries shall, Affiliates and the Company shall not authorize or permit its their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) that would be prohibited by this Section 5.3(a) and (2) terminate all physical and electronic data room access previously granted to any such Person, its Affiliates and their respective Representatives. Subject to the terms of Section 5.3(b), Section 5.3(d) and Section 5.3(f), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company and its Subsidiaries will not, and will cause their respective directors, officers and employees and will instruct their other Representatives not to, directly or indirectly: : (i) solicit, initiateinitiate or propose the making, knowingly encourage submission or announcement of, or knowingly encourage, induce, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any to an Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, to any Person (other than the Parent Purchaser, the Other Purchasers (solely with respect to the Other Transactions) or its their respective Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect relating to the Company and or any of its Subsidiaries or afford to any Person (and access to the Representatives business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such Person) making case to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is would reasonably likely be expected to lead toto an Acquisition Proposal; (iii) participate, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) continue or engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person with respect to an Acquisition Proposal (and the Representatives of other than informing such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations Persons of the restrictions set forth provisions contained in this Section 6.1 by 5.3 or contacting such Person making any unsolicited Acquisition Proposal to clarify the terms and conditions thereof); (iv) approve, endorse or recommend an Acquisition Proposal; or (v) enter into any letter of its Representatives shall be deemed intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to be a material breach an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date of this Agreement (including until the earlier to occur of the termination of this Section 6.1) by Agreement pursuant to Article IX and the Company. The Closing, the Company (x) shall notwill not be required to enforce, and shall cause its Subsidiaries not to, terminate, will be permitted to waive, amend or modify any provision of, or grant permission or request under, of any standstill or confidentiality agreement solely to which it or any of its Subsidiaries is or becomes permit a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts confidential proposal being made to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that (or any committee thereof) if the failure to do so would be inconsistent with the directors’ fiduciary duties of the Company Board pursuant to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning For purposes of this Section 5.3, the Company or its Subsidiaries provided or made available pursuant to agrees that any breach of this Section 6.1(a) which was not previously provided or made available to 5.3 by the ParentCompany’s Representatives shall constitute a breach of this Section 5.3 by the Company.

No Solicitation or Negotiation. Except (a) The Company, its affiliates (as set forth reasonably determined by the Company) and their respective officers and other employees with managerial responsibilities, directors, representatives (including the Financial Advisor or any other investment banker and any attorneys and accountants) and agents shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company also agrees promptly to request each person that has heretofore executed a confidentiality agreement in this Section 6.1connection with its consideration of acquiring (whether by merger, until acquisition of stock or assets or otherwise) the termination Company or any of this Agreement in accordance with its subsidiaries, if any, to return all confidential information heretofore furnished to such person by or on behalf of the terms hereof (the “Specified Time”), neither Company or any of its subsidiaries. Neither the Company nor any of its Subsidiaries affiliates shall, and nor shall the Company shall not authorize or permit any of its or their respective officers, directors, officers, employees, investment bankers, attorneys, accountants and other advisors representatives or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) agents to, directly or indirectly: (i) , encourage, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any or initiate discussions or negotiations with, with or furnish provide any non-public information to any person or group (other than AREP Oil & Gas and IPO Co. or any designees of AREP Oil & Gas and IPO Co.) concerning any Third Party Acquisition. (b) The Company Board shall not approve or recommend, or cause or permit the Company to enter into any agreement or obligation with respect to, any Person Third Party Acquisition. (other than c) For the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in purposes of this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach “Third Party Acquisition” means the occurrence of this Section 6.1, and subject to compliance with Section 6.1(c), prior to any of the Acceptance Time, following events: (i) the acquisition of the Company may by merger or otherwise by any person (Awhich includes a “person” as such term is defined in Section 13(d)(3) furnish non-public information with respect to of the Exchange Act) other than AREP Oil & Gas, IPO Co. or any affiliate thereof (a “Third Party”); (ii) the acquisition by a Third Party of any material portion (which shall include fifteen percent (15%) or more) of the assets of the Company and its Subsidiaries to any Person subsidiaries taken as a whole, other than the sale of its products in the ordinary course of business consistent with past practices; (and iii) the Representatives acquisition by a Third Party of such Personfifteen percent (15%) making an Acquisition Proposal that or more of the outstanding Shares; (iv) the adoption by the Company Board determines in good faith of a plan of liquidation or the declaration or payment of an extraordinary dividend; (after consultation with outside counsel and its financial advisorsv) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) repurchase by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and subsidiaries of more than ten percent (y10%) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to outstanding Shares; or (vi) the stockholders acquisition (or any group of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning acquisitions) by the Company or any of its Subsidiaries provided subsidiaries by merger, purchase of stock or made available pursuant to this Section 6.1(aassets, joint venture or otherwise of a direct or indirect ownership interest or investment in any business (or businesses) which was not previously provided whose annual revenues, net income or made available to assets is equal or greater than ten percent (10%) of the Parentannual revenues, net income or assets of the Company.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), The Company agrees that neither the Company it nor any of its Subsidiaries officers or directors shall, and that it shall cause its employees not to, and shall instruct its investment bankers, attorneys, accountants and other advisors or representatives (the Company shall not authorize or permit its directors, Company’s officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below); or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person Acquisition Proposal; or (other than the Parent iii) otherwise knowingly facilitate any effort or its Representatives) relating attempt to any make an Acquisition Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c)contrary, prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, the Company may (A) furnish non-public provide or cause to be provided information with respect in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of more than 50% of the assets (on a consolidated basis) or more than 50% of the total voting power of the equity securities of the Company if the Company receives from the Person so requesting such information, an executed confidentiality agreement on terms at least as protective for the benefit of the Company as those contained in the Confidentiality Agreements (as defined in Section 6.7) and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the Company and its Subsidiaries extent not previously provided to Parent; (B) engage in discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal; or (and C) after having complied with the Representatives requirements of this Section 6.2, approve, adopt, recommend, or otherwise declare advisable or propose to approve, adopt, recommend or declare advisable (publicly or otherwise) such Person) making an Acquisition Proposal that Proposal, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the board of directors of the Company Board determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law; (y) in each such case referred to in clause (A) or (B), if the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal; and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with outside counsel and its financial advisorsadvisor and outside legal counsel) is, or that such Acquisition Proposal is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit use its directors, officers, best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly solicit or encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below); or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person Acquisition Proposal; or (other than the Parent iii) otherwise facilitate knowingly any effort or its Representatives) relating attempt to any make an Acquisition Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c)contrary, prior to the Acceptance Timetime, but not after, the Company Requisite Vote is obtained, the Company may (A) furnish non-public provide information with respect in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of more than 50% of the assets (on a consolidated basis) or total voting power of the equity securities of the Company if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the Company other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement does not have to include a provision prohibiting the making, or amendment, of an Acquisition Proposal; and its Subsidiaries promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal; and/or (and the Representatives of C) after having complied with Section 6.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such Person) making an Acquisition Proposal that Proposal, if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company Board determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, and (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal; and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with outside counsel and its financial advisorsadvisor and outside legal counsel) is, or that such Acquisition Proposal is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither it nor any of its Subsidiaries nor any of the Company nor officers and directors of it or any of its Subsidiaries shall, and the Company that it shall not authorize or permit use its directors, officers, reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would be reasonably be expected likely to lead to, any Acquisition ProposalProposal (as defined below); or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person Acquisition Proposal; or (other than the Parent iii) otherwise knowingly facilitate any effort or its Representatives) relating attempt to any make an Acquisition Proposal. Notwithstanding Without limiting the foregoing or anything to generality of the contrary foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that did not result from a material breach providing for the acquisition of this Section 6.1, and subject to compliance with Section 6.1(c), prior to all or substantially all of the Acceptance Time, the Company may (A) furnish non-public information with respect to assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (and the Representatives of such PersonA); or (C) making after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal that described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company Board determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with outside counsel and its financial advisorsadvisor and outside legal counsel) is, or that such Acquisition Proposal is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of its Subsidiaries shall, and the Company shall not authorize or permit its their directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, to directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or furnish any non-public information toinquiry, any Person (other than the Parent proposal or its Representatives) relating offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing or anything and subsection (e) below, prior to the contrary set forth adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in this Agreementgood faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide written fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not result from follow a material breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to the Company to the person making such Acquisition Proposal and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a customary confidentiality agreement not with terms no less restrictive in any material respect with respect favorable to the Qualified Person Company than the Confidentiality Agreement, Agreement (as defined in Section 9.3) and (By) engage participate in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (such person and the its Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees Without limiting the foregoing, it is agreed that any material violations violation of the restrictions set forth in this Section 6.1 6.1(a) by any Representative of its Representatives the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a material breach of this Agreement (including this Section 6.16.1(a) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except Stockholder covenants and agrees that, prior to the Expiration Date, Stockholder shall not, nor shall it authorize or permit, as set forth in this Section 6.1applicable, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not authorize subsidiaries or permit its or their directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, to directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company Acquisition ProposalProposal or Stockholder Acquisition Proposal (each as defined below), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock or Stockholder Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Company Acquisition Proposal or furnish Stockholder Acquisition Proposal or any non-public information toinquiry, any Person (other than the Parent proposal or its Representatives) relating offer that could reasonably be expected to lead to any Company Acquisition Proposal or Stockholder Acquisition Proposal. Notwithstanding the foregoing or anything and subsection (e) below: (i) to the contrary extent any Representative of Stockholder is a director of the Company, Stockholder may permit such Representative to take such actions in his or her capacity as director of the Company as are expressly permitted to be taken by the Board of Directors of the Company with respect to a Company Acquisition Proposal pursuant to (A) Section 6.1(a) of the Merger Agreement in connection with a bona fide, unsolicited Company Acquisition Proposal made or received after the date of this Agreement, (B) Section 6.1(b) of the Merger Agreement and (C) Section 6.1(d) of the Merger Agreement, in each case subject to the conditions and limitations set forth in the Merger Agreement and in the case of (A) and (B), as long as such actions do not follow a breach by such Representative of this Section 7 or a breach by the Company of Section 6.1 of the Merger Agreement. (ii) to the extent any Representative of Stockholder is a director of the Stockholder, Stockholder may permit such Representative to take such actions in his or her capacity as director of Stockholder as are expressly permitted to be taken by the Board of Directors of Stockholder with respect to a Stockholder Acquisition Proposal pursuant to (A) Section 7(a)(iv) of this Agreement in connection with a bona fide, unsolicited Stockholder Acquisition Proposal made or received after the date of this Agreement, (B) Section 7(b) of this Agreement and (C) Section 7(d) of this Agreement, in each case subject to the conditions and limitations set forth in this Agreement and in the case of (A) and (B), as long as such actions do not follow a breach by such Representative or Stockholder of this Section 7. (iii) Stockholder may (x) furnish information with respect to the Company to a person making a Company Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to Stockholder than the Confidentiality Agreement (as defined in the Merger Agreement) is favorable to the Company and (y) participate in discussions or negotiations with such person and its Representatives regarding any Company Acquisition Proposal, in each case only to the same extent as the Company is taking such actions in compliance with Section 6.1(a) of the Merger Agreement in connection with such Company Acquisition Proposal. (iv) prior to the receipt of the Requisite Stockholder Approval at the Stockholder Meeting (each as defined below), Stockholder may, to the extent required by the fiduciary obligations of the Stockholder Board or any special committee thereof, as determined in good faith by the Stockholder Board or any such special committee, after consultation with its outside counsel, in response to a bona fide written fide, unsolicited Stockholder Acquisition Proposal made or received after the date of this Agreement (including, without limitation, a Stockholder Acquisition Proposal received from a person with whom Stockholder had discussions or to whom Stockholder furnished information prior to the date hereof) that the Stockholder Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is a Stockholder Superior Proposal (as defined below), in each case that did not result from follow a material breach by Stockholder of this Section 6.17, and subject to compliance with Section 6.1(c7(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to Stockholder to the person making such Stockholder Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to Stockholder than the Confidentiality Agreement (as defined in the Merger Agreement) is favorable to the Company and its Subsidiaries to any Person (and the Representatives of such Persony) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage participate in discussions or negotiations (including solicitation of a revised Stockholder Acquisition ProposalsProposal) with any Qualified Person (such person and the its Representatives of such Qualified Person) regarding any such Stockholder Acquisition Proposal. The foregoing shall not prohibit the Stockholder from taking the actions set forth in clauses (x) and (y) of the immediately preceding sentence with respect to a Company agrees Acquisition Proposal with respect to which the Company’s Board of Directors (or special committee thereof) has made the determination specified in the last paragraph of Section 6.1(a) of the Merger Agreement in accordance with the terms thereof for so long as such determination remains in effect, to the extent that such actions are permitted to be taken by the by the Board of Directors of the Company with respect to such Company Acquisition Proposal pursuant to Section 6.1(a) of the Merger Agreement in connection with a bona fide, unsolicited Company Acquisition Proposal made or received after the date of this Agreement, subject to the conditions and limitations set forth in the Merger Agreement and as long as such actions do not follow a breach by the Stockholder of this Section 7 or a breach by the Company of Section 6.1 of the Merger Agreement. Without limiting the foregoing, it is agreed that any material violations violation of the restrictions set forth in this Section 6.1 7(a) by any Representative of its Representatives Stockholder or any subsidiary of it, whether or not such person is purporting to act on behalf of Stockholder or otherwise, shall be deemed to be a material breach of this Agreement (including this Section 6.17(a) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentStockholder.

No Solicitation or Negotiation. Except as set forth in expressly permitted by this Section 6.15.02, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of shall not, and shall use reasonable best efforts to cause its Subsidiaries shall, and the Company shall not authorize or permit its Subsidiaries’ directors, officersofficers and employees not to, employees, and shall instruct its investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any discussions or negotiations with any Person regarding any Acquisition Proposal; or (iiiii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish provide any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, data concerning the Company may (A) furnish non-public information with respect to the Company and or any of its Subsidiaries to any Person (in connection with any Acquisition Proposal; provided that notwithstanding anything herein to the contrary, the Company, the Company Subsidiaries and their respective Representatives may inform the Representatives Person or group of such Person) making Persons that has made, or to the Knowledge of the Special Committee, is considering making, an Acquisition Proposal that of the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation provisions of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposalthis Section 5.02. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall notshall, and the Company shall cause its Subsidiaries not and use reasonable best efforts to cause its Representatives to, terminate, waive, amend or modify immediately cease and cause to be terminated any provision ofdiscussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, or grant permission or request under, any standstill or confidentiality agreement proposal that could reasonably be expected to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts lead to enforce the provisions of any such agreementan Acquisition Proposal; provided, however, provided that the foregoing shall not restrict the Company and its Subsidiaries may terminatefrom permitting a Person to request the waiver of a “standstill” or similar obligation or from granting such a waiver, waivein each case, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation extent necessary to comply with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until During the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)Pre-Closing Period, neither the Company nor any of its Subsidiaries shall, and the Company shall not authorize or permit cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or and representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, or knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer that constitutes(including any proposal from or offer to the Company’s shareholders) with respect to, or would that could reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any person any non-public information toor grant access to its properties, any Person (other than the Parent books and records or its Representatives) relating to personnel in connection with, any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Company may, prior to the adoption of the Company Voting Proposal only, solely to the extent necessary for the Company Board to comply with its fiduciary obligations under applicable law, as determined in good faith by the Company Board after consultation with outside counsel, in response to a bona fide fide, unsolicited written Acquisition Proposal that did not result from a material breach (satisfying clause (i) of the definition thereof) received by the Company after the date of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal Agreement that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is advisor could reasonably likely be expected to lead to, result in a Superior Proposal, in each case, so long as such Acquisition Proposal did not result from a material breach by the Company of this Section 6.1 and the Company has complied in all material respects with this Section 6.1, including Section 6.1(c), (such Person, a “Qualified Person”x) pursuant to a confidentiality agreement not less restrictive in any material respect furnish information with respect to the Qualified Person Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not materially less restrictive of the other party than the Confidentiality Agreement, and (By) engage participate in discussions or negotiations (including solicitation of a revised Acquisition ProposalsProposal) with any Qualified Person (such person and the its Representatives of such Qualified Person) regarding any Acquisition Proposal (but only after (I) such Acquisition Proposal. The person enters into a confidentiality agreement with the Company agrees that any material violations of at least as restrictive as the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed Confidentiality Agreement and (II) concurrently with the delivery to be a material breach of this Agreement (including this Section 6.1) by such person, the Company. The Company (x) shall notdelivers to the Buyer all such information not previously provided to the Buyer), and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of(z) amend, or grant permission a waiver or request release under, any standstill or confidentiality similar agreement with respect to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreementCompany Common Stock; provided, however, that the Company may only so amend or so grant a waiver or release (i) to the extent that the Company has also previously or concurrently amended or granted a release or waiver under any standstill or similar agreement affecting the Buyer and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating Affiliates and (ii) to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure extent necessary to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any permit non-public information concerning proposals to be made to the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentBoard.

No Solicitation or Negotiation. Except as set forth in From and after the date of this Section 6.1, Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)Article VII, neither the Company nor any of its Subsidiaries shallexcept as expressly permitted by this Section 5.2, and the Company shall not authorize or permit not, and shall cause its and its Subsidiaries’ directors, officersofficers and employees not to, employees, and shall direct its and their respective investment bankers, attorneys, accountants and other advisors or representatives (collectively, along with such directors, officers, officers and employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly induce, knowingly encourage or knowingly facilitate any inquiries inquiries, expressions of interest or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Acquisition Proposal; (ii) participate in any discussions or negotiations with any Person regarding any Company Acquisition Proposal; (iii) provide (including through access to any data room) any non-public information or data concerning the Company or any of its Subsidiaries to any Person in connection with, or that would reasonably be expected to be used for purposes of formulating, any Company Acquisition Proposal; (iv) approve or recommend, make any public statement approving or recommending, or enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or Contract relating to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Acquisition Proposal; or (iiv) enter intosubmit any Company Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company. The Company shall, continue or otherwise participate in and the Company shall cause the Company Subsidiaries and its and their respective Representatives to, (x) immediately cease and cause to be terminated any solicitation, discussions or and negotiations withwith any Person conducted heretofore with respect to any Company Acquisition Proposal, or furnish proposal that would reasonably be expected to lead to a Company Acquisition Proposal, (y) promptly terminate access by any such Person to any physical or electronic data rooms, and any other access to non-public information or data of the Company and the Company Subsidiaries, made available by the Company, the Company Subsidiaries or their Representatives and (z) promptly instruct each Person that has previously executed a confidentiality agreement in connection with such Person’s consideration of a Company Acquisition Proposal to return to the Company or destroy any non-public information to, previously furnished to such Person or any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that ’s Representatives by or on behalf of the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) isCompany. Without limiting the foregoing, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations breach of the restrictions set forth in this Section 6.1 5.2 by any Affiliate or Representative of its Representatives the Company or any Company Subsidiary shall be deemed to be a material breach of this Agreement (including this Section 6.1) 5.2 by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except From the date of this Agreement until the Effective Time, except as set forth in this Section 6.15.1, until none of the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)Acquired Corporations shall, neither the Company nor shall any of its Subsidiaries shall, and the Company shall not them authorize or knowingly permit its any of their directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiate, or knowingly or intentionally encourage or knowingly facilitate facilitate, any inquiries inquiries, offers or the making of any proposal or offer proposals that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, including, without limitation, amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any Person any non-public information with respect to, assist or participate in any effort or attempt by any Person (other than the Parent with respect to, or its Representatives) relating to otherwise knowingly or intentionally cooperate in any way with, any Acquisition Proposal. Notwithstanding Proposal (provided, however, that providing notice of the foregoing or anything to the contrary restrictions set forth in this AgreementSection 5.1 to a third party in response to any such inquiry, request or Acquisition Proposal shall not, in and of itself, be deemed a breach of this Section). Notwithstanding the foregoing, prior to the time that the Required Stockholder Vote has been obtained (the “Specified Time”), the Company may, to the extent the failure to take such action would be inconsistent with the fiduciary obligations of the Company Board, as determined in good faith by the Company Board after consultation with outside counsel, in response to a bona fide written Acquisition Proposal made or received after the date of this Agreement that the Company Board determines in good faith after consultation with outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal, in each case that did not result from a material breach by the Company of this Section 6.1Section, and subject to compliance with Section 6.1(c5.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to any of the Acquired Corporations to the Person making such Acquisition Proposal and its Representatives, and (y) participate in discussions or negotiations (including the negotiation of documentation) with such Person and its Representatives regarding such Acquisition Proposal, if, in the case of either clause (x) or (y), prior to taking such action the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to enters into a confidentiality agreement not less restrictive in any material respect with respect to of the Qualified Person other party than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except The Company hereby covenants that, except as set forth in expressly permitted by this Section 6.16.2, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shallshall not, and the Company shall not authorize or permit instruct and use its reasonable best efforts to cause its officers, directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such officers, directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly, and on becoming aware of, shall take reasonable action to stop its Representatives from continuing to: (i) solicit, initiate, knowingly initiate or encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined in Section 6.2(d)); or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any Person any non-public information tofor the purpose of encouraging or facilitating, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. The Company shall, and shall direct its Representatives to, cease immediately and cause to be terminated all discussions and negotiations that commenced prior to the date of this Agreement regarding any Acquisition Proposal existing on the date of this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this AgreementAgreement the Company may, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if extent the Company Board determines in good faith, after consultation with outside counsel, that failure such action is likely required under applicable Law, in response to do so would be inconsistent with the fiduciary duties of (A) a Superior Proposal (as defined in Section 6.2(d)) or (B) a bona fide, unsolicited written Acquisition Proposal that the Company Board determines in good faith after consultation with outside counsel and its financial advisor could lead to a Superior Proposal (any such Acquisition Proposal, a “Potential Superior Proposal”), (1) furnish information with respect to the stockholders Company to the Person making such Superior Proposal or Potential Superior Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the other party (except that it need not include any “standstill” provisions) than the Confidentiality Agreement, dated January 13, 2005, between Parent and the Company under applicable Law. The Company will promptly provide (the “Confidentiality Agreement”) (provided, however, that, to the extent any such confidentiality agreement does not contain any “standstill” provisions, the Confidentiality Agreement shall be automatically amended (without any further action by the parties) such that the “standstill” provisions in the Confidentiality Agreement restricting activities of Parent any non-public information concerning the Company or and its Subsidiaries provided shall be deleted), and (2) participate in discussions or made available pursuant to this Section 6.1(anegotiations (including solicitation of such a revised Superior Proposal or Potential Superior Proposal) which was not previously provided with such Person and its Representatives regarding any such Superior Proposal or made available to the ParentPotential Superior Proposal.

No Solicitation or Negotiation. Except (i) The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries nor any of its or their respective officers and directors shall, and the Company that it shall not authorize or permit instruct and use commercially reasonable efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors and representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (iA) solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; (B) enter into any agreement or agreement in principle with any Person concerning any letter of intent, memorandum of understanding, acquisition agreement, merger agreement, joint venture agreement, partnership agreement or other similar agreement concerning an Acquisition Proposal (other than a confidentiality agreement entered into in compliance with Section 6.2(a)(ii)) (an “Alternative Acquisition Agreement”) or grant any waiver, amendment or release under any standstill or confidentiality agreement concerning an Acquisition Proposal (except in respect of any standstill agreement entered into by the Company in compliance with Section 6.2(a)(ii)); or (iiC) enter intoengage in, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to regarding any Acquisition Proposal. . (ii) Notwithstanding the foregoing or anything in this Section 6.2 to the contrary set forth in this Agreementcontrary, in response to a bona fide written at any time following the receipt of an Acquisition Proposal that did was made on or after the date hereof in circumstances not result from otherwise involving a material breach of this Section 6.1, Agreement and subject to compliance with Section 6.1(c), prior to the Acceptance Timetime, but not after, the Requisite Company Vote is obtained, the Company may (A) furnish provide information in response to a request therefor by a Person that has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of more than fifty percent (50%) of the assets (on a consolidated basis) or more than fifty percent (50%) of the total voting power of the equity securities of the Company (by acquisition, merger or otherwise) if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to such Person than those contained in the Confidentiality Agreement (provided that any such confidentiality agreement shall expressly permit the Company to provide copies of forms of agreements in respect of such Acquisition Proposal to Parent and its Representatives as contemplated in Section 6.2(e) and any such confidentiality agreement need not contain a standstill provision) and promptly discloses (and, if applicable, contemporaneously provides copies of) any non-public information with respect so provided to Parent to the Company and its Subsidiaries extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person (and the Representatives of its Representatives) that has made such Personan unsolicited bona fide written Acquisition Proposal; and (C) making after having complied with Section 6.2(e), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal that and/or authorize the Company Board to enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal, if and only to the extent that, (x) prior to taking any action described in clause (ii)(A), (ii)(B) or (ii)(C) above, the board of directors of the Company determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary obligations under applicable Law, (y) in each such case referred to in clause (ii)(A) or (ii)(B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its outside legal counsel that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (ii)(C) above, the board of directors of the Company determines in good faith (after consultation with its outside counsel and its financial advisorslegal counsel) is, or that such Acquisition Proposal is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except The Company hereby covenants that, except as set forth in expressly permitted by this Section 6.16.2, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shallshall not, and the Company shall not authorize or permit instruct and use its reasonable best efforts to cause its officers, directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such officers, directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly, and on becoming aware of, shall take reasonable action to stop its Representatives from continuing to: (i) solicit, initiate, knowingly initiate or encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined in Section 6.2(e)); or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any Person any non-public information tofor the purpose of encouraging or facilitating, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. The Company shall, and shall direct its Representatives to, cease immediately and cause to be terminated all discussions and negotiations that commenced prior to the date of this Agreement regarding any Acquisition Proposal existing on the date of this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this AgreementAgreement the Company may, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if extent the Company Board determines in good faith, after consultation with outside counsel, that failure such action is likely required under applicable Law, in response to do so would be inconsistent with the fiduciary duties of (A) a Superior Proposal (as defined in Section 6.2(e)) or (B) a bona fide, unsolicited written Acquisition Proposal that the Company Board determines in good faith after consultation with outside counsel and its financial advisor could lead to a Superior Proposal (any such Acquisition Proposal, a “Potential Superior Proposal”), (1) furnish information with respect to the stockholders Company to the Person making such Superior Proposal or Potential Superior Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the other party (except that it need not include any “standstill” provisions) than the Confidentiality Agreement, dated January 13, 2005, between Parent and the Company under applicable Law. The Company will promptly provide (the “Confidentiality Agreement”) (provided, however, that, to the extent any such confidentiality agreement does not contain any “standstill” provisions, the Confidentiality Agreement shall be automatically amended (without any further action by the parties) such that the “standstill” provisions in the Confidentiality Agreement restricting activities of Parent any non-public information concerning the Company or and its Subsidiaries provided shall be deleted), and (2) participate in discussions or made available pursuant to this Section 6.1(anegotiations (including solicitation of such a revised Superior Proposal or Potential Superior Proposal) which was not previously provided with such Person and its Representatives regarding any such Superior Proposal or made available to the ParentPotential Superior Proposal.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shallshall not, and the Company shall not authorize or permit (i) cause its Subsidiaries and its and each of their respective directors, officers, officers and employees, and (ii) use its reasonable best efforts to cause its investment bankers, attorneys, accountants and other advisors or and representatives (such any person’s directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, representatives being referred to collectively herein as such person’s “Representatives”) ), not to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal, including but not limited to (A) approving any transaction under Section 203 of the DGCL, and (B) approving any person becoming an “interested stockholder” under Section 203 of the DGCL; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything foregoing, prior to the contrary set forth adoption of this Agreement at the Company Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board, as determined in this Agreementgood faith by the Company Board after consultation with outside counsel, in response to a bona fide written Acquisition proposal that constitutes (or that the Company Board determines in good faith, after consultation with outside legal counsel and its independent financial adviser, is reasonable likely to lead to) a Superior Proposal that did not result from a material breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to the Company to the person making the proposal and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a customary confidentiality agreement not less restrictive in any material respect with respect to of the Qualified Person other party than the Confidentiality Agreement, Agreement (provided that the confidentiality agreement need not contain a standstill or similar provision) and (By) engage participate in discussions or negotiations (including solicitation of a revised Acquisition Proposalsproposal) with any Qualified Person (such person and its Representatives regarding the Representatives of such Qualified Person) regarding any such Acquisition Proposalproposal. The Company agrees Without limiting the foregoing, it is agreed that any material violations violation of the restrictions set forth in this Section 6.1 6.1(a) or the taking of any actions inconsistent with the restrictions set forth in Section 6.1(a) by any Representative of the Company or any of its Representatives Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a material breach of this Agreement (including this Section 6.16.1(a) by the Company. The Company (xfor all purposes under this Agreement including for purposes of Section 8.3(c)(ii) shall notin the case of actions by directors, officer and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it employees of the Company or any of its Subsidiaries is or becomes a party, and (ybut excluding for purposes of Section 8.3(c)(ii) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce in the provisions case of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentactions by other Representatives).

No Solicitation or Negotiation. Except as set forth in this Section 6.1, (a) Unless and until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)is terminated, neither the Company nor any of shall not, and shall use its Subsidiaries shallbest efforts to cause its Affiliates, and the Company shall not authorize or permit its directors, officers, employees, investment bankersrepresentatives, attorneysagents, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneysadvisors, accountants, other advisors shareholders and representativesattorneys of each of them, collectivelynot to (i) encourage, “Representatives”) toinitiate or solicit, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constituteswith respect to, or would reasonably be expected engage in negotiations concerning, or provide any confidential information or data to lead any Person with respect to, or have any discussions with any Person relating to, any Acquisition Proposal; or merger, acquisition, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution, sale of all or any significant portion of assets, sale of shares of capital stock (including without limitation by way of tender offer or exchange offer) or similar transactions involving the Company or any Subsidiary other than the transactions contemplated hereby (any of the foregoing, inquiries or proposals being referred to herein as an "ACQUISITION PROPOSAL"), or otherwise facilitate any effort or attempt to do or seek to do any of the foregoing and shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, (ii) enter into, continue engage in negotiations or otherwise participate in any discussions or negotiations withconcerning, or furnish provide any non-public nonpublic information or assistance to any person in connection with any Acquisition Proposal, or (iii) agree to, any Person (other than the Parent approve or its Representatives) relating to recommend any Acquisition Proposal. Notwithstanding Nothing contained in this Section 7.18 shall prevent the foregoing or anything Board of Directors of the Company from considering, negotiating, discussing, approving and recommending to the contrary set forth in this Agreement, in response to shareholders of the Company a bona fide written Acquisition Proposal that did not result from a material breach solicited in violation of this Section 6.17.18, and subject to compliance with Section 6.1(c), prior to provided -------- that the Acceptance Time, Board of Directors of the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with and based upon the advice of outside counsel counsel) that it is required to do so in order to discharge properly its fiduciary duties to the Company's shareholders; and its financial advisorsprovided, further, that the Company shall keep MJD -------- ------- informed, on a reasonably current basis, as to the status and details of any such consideration, negotiations or discussions, including prompt delivery to Parent of any written inquiries, proposals, agreements or Acquisition Proposal. (b) isThe Company shall immediately notify Parent after receipt of any Acquisition Proposal or any modification of or amendment to any Acquisition Proposal, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect request for nonpublic information relating to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any Subsidiary by any person or entity that informs the Board of Directors of the Company or such Subsidiary that it is considering making, or becomes has made, an Acquisition Proposal. Such notice to Parent shall be made orally and in writing, shall indicate whether the Company is providing or intends to provide the person making the Acquisition Proposal with access to information concerning the Company as provided in Section 7.18(c) and, if reasonably practicable, shall be made prior to furnishing any such information to, or entering into negotiations or discussions with, such person. (c) If the Board of Directors of the Company receives a partyrequest for material nonpublic information by a person who makes, or indicates that it is considering making, a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of outside counsel that is required to cause the Company to act as provided in this Section 7.18(c) in order to discharge properly the directors' fiduciary duties to the Company's stockholders, then, provided that such person has executed a confidentiality agreement substantially similar to the one then in effect among the Company and Parent the Company may provide such person with access to information regarding the Company. (yd) shall, The Company shall immediately cease and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce be terminated any existing discussions or negotiations with any persons (other than Parent) conducted heretofore with respect to any of the foregoing. The Company agrees not to release any third party from the confidentiality provisions of any such agreement; providedconfidentiality agreement to which the Company is a party. (e) The Company shall ensure that the officers, however, that directors and employees of the Company and its Subsidiaries may terminateand any investment banker or other advisor or representative retained by the Company are aware of the restrictions described in this Section 7.18. (f) The Company shall not accept any Acquisition Proposal unless, waiveat least five days prior to such acceptance, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating the Company shall have delivered to the submission Acquisition Sub written notice of such Acquisition Proposal together with a copy of any unsolicited and all agreements to be entered into in connection with such Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable LawProposal. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.7.19

No Solicitation or Negotiation. Except Subject to any actions which Allergan is required to take so as to comply with the requirements of the Takeover Rules, from the date of this Agreement until the earlier of Effective Time and the valid termination of this Agreement pursuant to and in accordance with Article 9, except as otherwise set forth in this Section 6.15.3, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)Allergan shall not, neither the Company nor any of and it shall cause its Subsidiaries shalland its and their respective directors, officers and employees not to, and the Company it shall use reasonable best efforts to cause its and its Subsidiaries’ other Representatives not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiate, initiate or take any action to knowingly facilitate or knowingly encourage or knowingly facilitate (including by way of furnishing information to any inquiries or Person in connection with) the making submission of any Allergan Alternative Proposal or any indication, proposal or offer inquiry that constitutes, or would reasonably be expected to lead to, any Acquisition to an Allergan Alternative Proposal; or; (ii) enter into, continue into or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it Allergan or any of its Subsidiaries is to, or becomes a partyafford access to the business, and (y) shallproperties, and shall cause assets, books or records of Allergan or any of its Subsidiaries to, use commercially reasonable efforts otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that would reasonably be expected to enforce seek to make, or has made, an Allergan Alternative Proposal (except to notify such Person as to the existence of the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waivethis Section 5.3); (iii) (A) withdraw or qualify, amend or modify in any provision ofmanner adverse to AbbVie, the Scheme Recommendation or grant the recommendation contemplated by Section 3.6(c), if applicable, (B) fail to include the Scheme Recommendation in the Scheme Document or the Proxy Statement, (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any permission Allergan Alternative Proposal or request under(D) fail to reaffirm the Scheme Recommendation in a statement complying with Rule 14e-2(a) under the Exchange Act with regard to an Allergan Alternative Proposal or in connection with such action by the close of business on the 10th Business Day after the commencement of such Allergan Alternative Proposal under Rule 14e-2(a) (any of the foregoing in this clause (iii), an “Allergan Change of Recommendation”); (iv) take any standstill action to make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations under applicable Law inapplicable to any Third Party or any Allergan Alternative Proposal; or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other agreement providing for or relating to an Allergan Alternative Proposal (other than an Allergan Alternative Proposal NDA). Nothing contained herein shall prevent the submission of Allergan Board from (x) complying with Rule 14e-2(a) under the Exchange Act with regard to an Allergan Alternative Proposal, so long as any unsolicited Acquisition Proposal action taken or statement made to so comply is consistent with this Section 5.3(a) or (y) making any required disclosure to the Allergan Shareholders if the Company Allergan Board determines in good faith, after consultation with outside legal counsel, that the failure to do so take such action would reasonably be expected to be inconsistent with applicable Law; provided that any Allergan Change of Recommendation involving or relating to an Allergan Alternative Proposal may only be made in accordance with the fiduciary duties provisions of Section 5.3(b), Section 5.3(c), Section 5.3(d) and Section 5.3(e). For clarity, a “stop, look and listen” disclosure or similar communication of the Company Board type contemplated by Rule 14d-9(f) under the Exchange Act shall not constitute an Allergan Change of Recommendation. Additionally, Allergan shall, and shall cause its Subsidiaries and its and their respective directors, officers and employees to, and shall use reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to the stockholders date of the Company under applicable Lawthis Agreement with respect to any Allergan Alternative Proposal or with respect to any indication, proposal or inquiry that could reasonably be expected to lead to an Allergan Alternative Proposal. The Company Allergan will promptly provide (and in each case within 72 hours from the date of this Agreement) request from each Person (and such Person’s Representatives) that has executed a confidentiality agreement during the last eighteen months in connection with its consideration of making an Allergan Alternative Proposal to return or destroy (as provided in the Parent any non-public terms of such confidentiality agreement) all confidential information concerning the Company Allergan or any of its Subsidiaries provided or made available pursuant and shall promptly (and in each case within 72 hours from the date of this Agreement) terminate all physical and electronic data access previously granted to this Section 6.1(a) which was not previously provided or made available to the Parenteach such Person.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until (a) Until the earlier of the termination of this Agreement in accordance with pursuant to its terms or the terms hereof (the “Specified Effective Time”), neither the Company nor any Subsidiary nor any representative of its Subsidiaries shall, and the Company shall not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) toany Subsidiary shall, directly or indirectly: , take any action to (i) solicitencourage, initiate, knowingly encourage solicit or knowingly facilitate initiate the submission of any Acquisition Proposal or any inquiries or the making of any proposal or offer that constituteswith respect thereto, or would reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter intointo any agreement for or relating to a Third-Party Transaction, continue or otherwise (iii) participate in any way in discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to in connection with any Acquisition Proposal. Notwithstanding any other provision of this Section 6.6(a), the foregoing or anything Company may, prior to the contrary set forth in this AgreementStockholder Approval, in response to a an unsolicited bona fide written Acquisition Proposal that did not result from offer or proposal made by a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or third party which is reasonably likely to lead to, to a Superior Proposal (such PersonProposal, a “Qualified Person”) pursuant provide non-public information to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in or have discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a third party, if and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts only to enforce the provisions of any such agreement; provided, however, extent that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission Board of any unsolicited Acquisition Proposal if the Company Board determines Directors has determined in good faith, after consultation with receiving the advice of its outside counsel, that failure such action is necessary in order for the Board of Directors to do so would be inconsistent comply with the its fiduciary duties of the Company Board to the Company's stockholders of the Company under applicable Lawlaw. The Company will promptly provide immediately communicate to the Parent Buyer the receipt of any non-public information concerning third party solicitation, proposal or bona fide inquiry that the Company, any Subsidiary or any representative of the Company or any Subsidiary may receive in respect of any such transaction, or of any request for such information, including in each case a copy thereof and all other particulars thereof, and keep the Buyer fully apprised of all developments therein on a current basis, and consider in good faith any counterproposals which the Buyer, in its Subsidiaries provided or made available pursuant sole discretion, elects to this Section 6.1(a) which was not previously provided or made available to the Parentmake.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)4.02, neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company it shall not authorize or permit instruct and use its directors, officers, reasonable best efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such officers, directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly solicit or encourage or knowingly facilitate any inquiries any, or the making of any any, inquiry, indication of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; or (other than the Parent iii) otherwise knowingly facilitate any effort or its Representatives) relating attempt to make any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreementcontrary, prior to the time the Company Requisite Vote is obtained, the Company may, subject to the Company providing prior notice to Parent, (A) provide information in response to a request therefor by a Person who has made a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.14.02 if the Company receives from the Person requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal but which shall not prohibit the Company from fulfilling its obligations under this Section 4.02); provided, however, that the Company shall promptly after the execution thereof provide a true and subject complete copy to compliance Parent of any such confidentiality agreement and any such information to the extent not previously provided to Parent, in each case, redacted, if necessary, to remove the identity of the Person making the proposal or offer; or (B) engage or participate in any discussions or negotiations with Section 6.1(c)any Person who has made such an unsolicited bona fide written Acquisition Proposal, if and only to the extent that, (x) prior to the Acceptance Time, the Company may taking any action described in clause (A) furnish non-public information with respect to or (B) above, the board of directors of the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would reasonably be expected to result in a breach of the directors’ fiduciary duties under applicable Law and (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its outside legal counsel and its financial advisors) is, or is reasonably likely to lead to, advisor that such Acquisition Proposal either constitutes a Superior Proposal (such Person, or could reasonably be expected to result in a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Superior Proposal. The Company agrees Without limiting the generality of the foregoing, it is understood that any material violations violation of the restrictions set forth in the first sentence of this Section 6.1 4.02(a) by any director, officer, investment banker or attorney of the Company or any of its Representatives Subsidiaries shall be deemed to be a material breach of this Agreement (including this Section 6.14.02(a) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.3, neither the Company it nor any of its the Company Subsidiaries nor any of the elected officers and directors of it or the Company Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to cause its and the Company shall not authorize or permit its directors, officers, Subsidiaries’ other employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, initiateseek, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Alternative Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person Alternative Proposal; or (other than the Parent iii) otherwise knowingly facilitate any effort or its Representatives) relating attempt to any Acquisition make an Alternative Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c)contrary, prior to the Acceptance Timetime, but not after, the Company Stockholder Approval is obtained, the Company may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Alternative Proposal if the Company receives from the Person so requesting such information an executed Acceptable Confidentiality Agreement, promptly notifies Parent in writing that it intends to furnish non-public information and discloses to Parent (and, if applicable, provides copies of), prior to or concurrently with respect disclosure to such Person, any such information to the Company and its Subsidiaries extent not previously provided to Parent, (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Alternative Proposal if the Company notifies Parent in writing that it intends to enter into such discussions or negotiations or (C) after having complied with Section 6.3(c) approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Alternative Proposal, if and only to the Representatives of extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the Company Board determines in good faith after consultation with outside legal counsel that failure to take such Personaction would be inconsistent with the directors’ fiduciary duties under applicable Law, (y) making an Acquisition in each such case referred to in clause (A) or (B) above, the Company Board has determined in good faith based on the information then available and after consultation with its financial advisor that such Alternative Proposal that either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the Company Board determines in good faith (after consultation with outside counsel and its financial advisorsadvisor and outside legal counsel) is, or that such Alternative Proposal is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, Merger Partner and the Public Company shall not not, nor shall either of them authorize or permit its any of their respective Subsidiaries or any of their or their Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, to directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly take any other action designed to facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything foregoing, if at any time prior to the contrary set forth in this Agreementapproval of the Public Company Voting Proposals (the “Specified Time”) Public Company receives an unsolicited, in response to a bona fide written Acquisition Proposal from any person or group of persons that did not result from a material breach by such party of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect Public Company may contact such person or group of persons to clarify the Company terms and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, conditions thereof and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Public Company Board determines in good faith, after consultation with outside legal counsel, that failure such Acquisition Proposal constitutes or could reasonably be expected to do so would be inconsistent lead to a Superior Proposal, then Public Company may, subject to compliance with Section 6.1(c), (x) furnish information with respect to it to the fiduciary duties person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the Company Board to other party than the stockholders Confidentiality Agreement and (y) participate in discussions or negotiations with such person and its Representatives regarding any Superior Proposal. Without limiting the foregoing, it is agreed that any violation of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to restrictions set forth in this Section 6.1(a) which was not previously provided or made available the taking of any actions inconsistent with the restrictions set forth in this Section 6.1(a) by any Representative of Public Company or any of its Subsidiaries, shall be deemed to the Parentbe a breach of this Section 6.1(a) by Public Company.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit use its directors, officers, commercially reasonable efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly encourage solicit or knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below); or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to, or cooperate in any way with, any Person relating to, any Acquisition Proposal or any inquiry or proposal that could reasonably be expected to lead to any Acquisition Proposal; or (iii) waive, terminate, modify or fail to enforce any “standstill” or confidentiality or similar obligation of any Person (other than any party hereto) with respect to the Parent Company or any of its Representatives) relating to any Acquisition ProposalSubsidiaries. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c)contrary, prior to the Acceptance Timetime, but not after, the Requisite Company Vote is obtained, the Company may (A) furnish non-public provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for a merger or consolidation or acquisition of assets representing at least 50% of the consolidated revenues, net income or assets of the Company or more than 50% of the total voting power of the equity securities of the Company; provided, that (x) prior to providing such information, the Company enters into a confidentiality agreement with respect such Person on terms not less restrictive to such Person than those contained in the Confidentiality Agreement (as defined in Section 6.5(c)) and (y) such confidentiality agreement shall not prohibit the Company from providing any information to Parent and such confidentiality agreement need not contain a standstill provision, and the Company promptly discloses (and, if applicable, provides copies of) any such information to Parent to the Company and its Subsidiaries extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal; or (and the Representatives of C) after having complied with Section 6.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such Person) making an Acquisition Proposal, if and only to the extent that, (I) such Acquisition Proposal that was not solicited, initiated, encouraged or facilitated in breach of this Section 6.2, (II) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company Board determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, (III) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (IV) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with outside counsel and its financial advisorsadvisor and outside legal counsel) is, or that such Acquisition Proposal is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees Without limiting the foregoing, it is agreed that any material violations violation of the restrictions set forth in this Section 6.1 6.2(a) by any Representative of the Company or any of its Representatives Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a material breach of this Agreement (including this Section 6.16.2(a) by the Company. The Company (x) shall notNotwithstanding the foregoing, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries Representatives may terminate, waive, amend or modify in any provision of, or grant event have discussions with any permission or request under, any standstill agreement relating Person solely to clarify and understand the submission terms and conditions of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company inquiry or its Subsidiaries provided or proposal made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentby such Person.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit instruct and cause its directors, officers, and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide or make available any non-public information or data to any Person relating to the Company or any of its Subsidiaries relating to, or that would reasonably be expected to lead to, any Acquisition Proposal, except to notify such Person of the existence of this Section 6.2; (other than the Parent iii) otherwise facilitate knowingly any effort or its Representativesattempt to make an Acquisition Proposal; or (iv) enter into or execute, or propose to enter into or execute, any agreement relating to any an Acquisition Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreementcontrary, prior to the date on which the Company Requisite Vote is obtained, but not after, the Company and its Representatives may (A) provide information in response to a request therefor by a Person who has made a bona fide written Acquisition Proposal that if (1) such Acquisition Proposal did not result from a material knowing or intentional breach of the Company’s obligations under this Section 6.16.2 and (2) the Company receives from the Person so requesting such information an executed confidentiality agreement on terms that, taken as a whole, are not less restrictive to the other party than those contained in the Confidentiality Agreement and the Company complies with the Confidentiality Agreement; it being understood that such confidentiality agreement must include a standstill provision, but need not prohibit the making, or amendment, of a private Acquisition Proposal; and (3) the Company promptly (but in any event within twenty-four (24) hours of providing such information) discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously disclosed or provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such a bona fide written Acquisition Proposal, subject to compliance the conditions set forth in clause (A)(1)-(3) above; or (C) after having complied with Section 6.1(c6.2(c), authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (x) prior to the Acceptance Timetaking any action described in clause (A), (B) or (C) above, the Company may (A) furnish non-public information with respect to board of directors of the Company and its Subsidiaries to Company, or any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board committee thereof, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, (after consultation with outside counsel and its financial advisorsy) isin each such case referred to in clause (A) or (B) above, the board of directors of the Company, or any committee thereof, has determined in good faith based on the information then available that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to, result in a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality AgreementProposal, and (Bz) engage in discussions or negotiations the case referred to in clause (including solicitation C) above, the board of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations directors of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request underany committee thereof, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, faith that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentsuch Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit use its directors, officers, best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly solicit or encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below); or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person Acquisition Proposal; or (other than the Parent iii) otherwise facilitate any effort or its Representatives) relating attempt to any make an Acquisition Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c)contrary, prior to the Acceptance Timetime, but not after, the Requisite Company Vote is obtained, the Company may (A) furnish non-public provide information with respect in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of more than 50% of the assets (on a consolidated basis) or total voting power of the equity securities of the Company if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the Company other party than those contained in the Confidentiality Agreement (as defined in Section 9.7) and its Subsidiaries promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to such party; (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal; or (and the Representatives of C) after having complied with Section 6.2(b), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such Person) making an Acquisition Proposal that Proposal, if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company Board determines in good faith after consultation with its outside legal counsel that such action is necessary in order for such directors to comply with the directors’ fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with outside counsel and its financial advisorsadvisor and outside legal counsel) is, or that such Acquisition Proposal is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in this Subject to the terms of Section 6.15.3(c), from the No-Shop Period Start Date (or, with respect to an Excluded Party, from the date hereof) until the earlier to occur of the termination of this Agreement in accordance pursuant to Article VIII and the Effective Time, the Company will cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 5.3(b), request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms hereof (the “Specified Time”of Section 5.3(c), neither from the No-Shop Period Start Date (or, with respect to an Excluded Party, from the date hereof) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company nor Group will not, and will not instruct, authorize or knowingly permit any of its Subsidiaries shall, and the Company shall not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives to, directly or indirectly: , (i) solicit, initiate, knowingly encourage propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent or any designees of Parent) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent or any designees of Parent), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any to an Acquisition Proposal; or (iiiii) enter into, continue participate or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person with respect to an Acquisition Proposal (and the Representatives of other than informing such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations Persons of the restrictions set forth provisions contained in this Section 6.1 by 5.3 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; or (v) enter into any letter of its Representatives shall be deemed intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to be a material breach an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date hereof until the earlier to occur of the termination of this Agreement (including this Section 6.1) by pursuant to Article VIII and the Company. The Effective Time, the Company (x) shall notwill not be required to enforce, and shall cause its Subsidiaries not to, terminate, will be permitted to waive, amend (i) any anti-clubbing, restrictions on engaging Representatives or modify any working with potential Financing Sources or similar provision of, or grant permission or request under, of any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (yii) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions any provision of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend standstill or modify any provision of, or grant any permission or request under, any standstill confidentiality agreement relating solely to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, extent that failure such provision prohibits or purports to do so would be inconsistent with the fiduciary duties of the Company Board prohibit a confidential proposal being made to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentSpecial Committee.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until during the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither Pre-Closing Period the Company shall not, nor shall the Company authorize or permit any of its Subsidiaries shallto, and nor shall the Company shall not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any person any non-public information tofor the purpose of encouraging or facilitating, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the approval of this Agreement at the Company Meeting (the “Specified Time”), the Company may, to the extent failure to do so could reasonably constitute a breach of fiduciary obligations of the Company Board under applicable law, as determined in good faith by the Company Board after consultation with outside counsel, (A) in response to a Superior Proposal or a bona fide fide, unsolicited written Acquisition Proposal made or received after the date of this Agreement that the Company Board determines in good faith after consultation with outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal, in each case that did not result from a material breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to the Company to the person making such Acquisition Proposal and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a customary confidentiality agreement not not, in the aggregate, less restrictive in any material respect with respect to of the Qualified Person other party than the Confidentiality Agreement, Agreement and (By) engage in discussions or negotiations (including solicitation of a revised Superior Proposal or Acquisition ProposalsProposal) with any Qualified Person (such person and the its Representatives of such Qualified Person) regarding any such Superior Proposal or Acquisition Proposal. The , and (B) in response to a Superior Proposal or an inquiry that is reasonably likely to lead to a Superior Proposal, in each case that did not result from a breach by the Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not tosubject to compliance with Section 6.1(c), terminate, waive, amend or modify any provision ofamend, or grant permission a waiver or request release under, any standstill or confidentiality similar agreement with respect to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentCommon Stock.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until (a) Each of the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), Seller and Audiovox agrees that neither the Company it nor any of its Subsidiaries shalldirectors, officers or employees will, and the Company shall not authorize or permit that it will cause its directorsagents, officers, employees, investment bankers, attorneys, accountants advisors and other advisors or representatives (such directorsincluding, officerswithout limitation, employeesany investment banker, investment bankersattorney or accountant retained by it), attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: , (i) solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), knowingly encourage or knowingly facilitate take any other action to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to the stockholders of Audiovox) that constitutes, or would may reasonably be expected to lead to, any Acquisition Proposal; or Competing Transaction (as hereinafter defined), or (ii) enter into, into or maintain or continue or otherwise participate in any discussions or negotiations withwith any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or furnish any non-public information (iii) agree to, approve, endorse or recommend any Person (Competing Transaction or enter into any letter of intent or other than the Parent contract, agreement or its Representatives) commitment contemplating or otherwise relating to any Acquisition Competing Transaction. The Seller or Audiovox, as applicable, shall notify the Purchaser as promptly as practicable (and in any event within two (2) days after the Seller or Audiovox, as applicable, attains knowledge thereof), orally and in writing, if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Competing Transaction is made, specifying the material terms and conditions thereof and the identity of the party making such proposal or offer or inquiry or contact (and the Seller or Audiovox, as applicable, shall notify the Purchaser concerning any material amendments to such proposal or offer). Audiovox shall provide the Purchaser with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Audiovox Board) of any meeting of the Audiovox Board at which the Audiovox Board is reasonably expected to consider any Competing Transaction. The Seller and Audiovox immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. The Seller and Audiovox agree not to, without the prior written consent of the Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement (unless the Audiovox Board, in order to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, must waive the standstill provisions so that such Person may make a proposal or offer which may reasonably be expected to lead to a Superior Proposal. ) to which the Seller and Audiovox is a party relating to Audiovox, the Seller or the Purchased Assets. (b) Notwithstanding the foregoing or anything to the contrary set forth in this AgreementSection 5.06, the Audiovox Board may furnish information to, and enter into discussions with, a Person who has made an unsolicited, written, bona fide proposal or offer regarding a Competing Transaction, and the Audiovox Board has (i) determined, in response to its good faith judgment (after having received the advice of a bona fide written Acquisition Proposal that did not result from a material breach financial advisor of this Section 6.1, and subject to compliance with Section 6.1(cnationally recognized reputation), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of that such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) isproposal or offer constitutes, or is may be reasonably likely expected to lead to, a Superior Proposal (as hereunder defined), (ii) determined, in its good faith judgment after consultation with independent legal counsel (who may be Audiovox’s regularly engaged independent legal counsel), that, in light of such Personproposal or offer, a “Qualified Person”the furnishing of such information or entering into discussions is required to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, (iii) pursuant to a confidentiality agreement not less restrictive in any material respect with respect provided written notice to the Qualified Person than the Confidentiality AgreementPurchaser of its intent to furnish information or enter into discussions with such person, and (Biv) engage obtained from such person an executed confidentiality agreement on terms no less favorable to Audiovox than those contained in discussions the Confidentiality Agreement (it being understood that such confidentiality agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or negotiations having the effect of prohibiting Audiovox from satisfying its obligations under this Agreement). (including solicitation of revised Acquisition Proposalsc) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions Except as set forth in this Section 6.1 by 5.06(c), neither the Audiovox Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the Audiovox Recommendation (a “Change in the Audiovox Recommendation”) or approve or recommend, or cause or permit Audiovox to enter into any letter of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall notintent, and shall cause its Subsidiaries not agreement or obligation with respect to, terminateany Competing Transaction. Notwithstanding the foregoing, waiveif the Audiovox Board determines, amend or modify any provision ofin its good faith judgment prior to the time of the Audiovox Stockholders’ Meeting and after consultation with independent legal counsel (who may be Audiovox’s regularly engaged independent legal counsel), or grant permission or request underthat it is required to make a Change in the Audiovox Recommendation to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, any standstill or confidentiality agreement the Audiovox Board may make a Change in the Audiovox Recommendation to recommend a Superior Proposal, but only (i) after providing written notice to the Purchaser (a “Notice of Superior Proposal”) advising Audiovox that the Audiovox Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal and indicating that the Audiovox Board intends to effect a Change in the Audiovox Recommendation and the manner in which it intends (or any of its Subsidiaries is or becomes a partymay intend) to do so, and (yii) shallif the Purchaser does not, and shall cause its Subsidiaries towithin three (3) business days of Purchaser’s receipt of the Notice of Superior Proposal, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, make an offer that the Company Audiovox Board determines, in its good faith judgment (after having received the advice of a financial advisor of nationally recognized reputation) to be at least as favorable to Audiovox’s stockholders as such Superior Proposal. Any disclosure that the Audiovox Board may determine that it is compelled to make with respect to the receipt of a proposal or offer for a Competing Transaction or otherwise in order to comply with its fiduciary obligations to Audiovox and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company , including under Rule 14d-9 or 14e-2 of the rules promulgated under the Securities Exchange Act of 1934, as amended, will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to not constitute a violation of this Section 6.1(a) which was not previously provided or made available to the ParentAgreement.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the each of Otic Pharma, Public Company nor any of its and their respective Subsidiaries shallshall not, and the each of Otic Pharma and Public Company shall use commercially reasonable efforts to cause their respective Representatives not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiate, knowingly encourage seek or initiate or knowingly take any action to facilitate or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations withregarding any Acquisition Proposal, or furnish to any person any non-public information to, or afford any Person (person other than the Parent Public Company or its RepresentativesOtic Pharma, as applicable, access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) relating to in connection with any Acquisition Proposal; provided, however, that nothing in this Section 6.1 shall prevent a party or its Representatives from referring a person to this Section 6.1; (iii) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or (iv) publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Public Company may (A) furnish non-public information with respect to the Public Company and its Subsidiaries to any Qualified Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) ), pursuant to a confidentiality agreement not materially less restrictive in any material respect with respect to the confidentiality obligations of the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition ProposalProposal or (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any capital stock of such party with any Qualified Person. The Company agrees It is understood and agreed that any material violations violation of the restrictions set forth in this Section 6.1 (or action that, if taken by Public Company would constitute such a violation) by any Representatives of its Representatives Public Company shall be deemed to be a material breach of this Agreement (including this Section 6.1) 6.1 by the Public Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the earlier to occur of the termination of this Agreement in accordance with the terms hereof (the “Specified pursuant to Article VIII and Effective Time”), neither the each of Merger Partner, Public Company nor any of its Subsidiaries shalland their respective subsidiaries shall not, and the each of Merger Partner and Public Company shall not authorize or permit its cause their respective directors, officers, employeesemployees and consultants not to, investment bankers, attorneys, accountants and other shall instruct their respective attorneys and financial advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly encourage seek or initiate or knowingly take any action to facilitate or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations withregarding any Acquisition Proposal, or furnish to any Person any non-public information or afford any Person other than Public Company or Merger Partner, as applicable, access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Person Acquisition Proposal; (iii) take any action to make the provisions of any “fair price”, “business combination” or “control share acquisition” statute or other than the Parent similar statute or its Representatives) relating regulation inapplicable to any transactions contemplated by an Acquisition Proposal; or (iv) publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Specified Time, the each of Public Company and Merger Partner, and their respective Representatives, may (A) furnish non-public information with respect to the Public Company and its Subsidiaries subsidiaries or Merger Partner, as the case may be, to any Qualified Person (and the Representatives of such Qualified Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is), or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall notbona fide, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited written Acquisition Proposal if the Company Board which such party’s board of directors determines in good faith, after consultation with such party’s financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Proposal (and is not withdrawn); provided, (x) that either Merger Partner or Public Company, as the case may be, receives from the Qualified Person an executed confidentiality agreement on the terms not less restrictive than exist in the Confidentiality Agreement and, if entered into after the date of this Agreement, containing additional provisions that expressly permit such party to comply with this terms of this Section 6.1 (a copy of which shall be provided to the other party), (y) that the party seeking to make use of this proviso has not otherwise materially breached this Section 6.1 with respect to such Acquisition Proposal or the Person making such Acquisition Proposal, and (z) the Merger Partner Board or Public Company Board, as the case may be, has determined in good faith (after consultation with outside legal counsel) that the failure to do so take such actions would reasonably be expected to be inconsistent with the its fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to It is understood and agreed that any violation of the Parent any non-public information concerning the restrictions in this Section 6.1 (or action that, if taken by Public Company or its Subsidiaries provided Merger Partner, as applicable, would constitute such a violation) by any director, officer, attorney, or made available pursuant financial advisor of Public Company or Merger Partner shall be deemed to be a breach of this Section 6.1(a) which was not previously provided 6.1 by Public Company or made available to Merger Partner, as the Parentcase may be.

No Solicitation or Negotiation. Except From the date of this Agreement until the Effective Time, except as set forth in this Section 6.15.1, until none of the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)Acquired Corporations shall, neither the Company nor shall any of its Subsidiaries shall, and the Company shall not authorize or permit its their directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to), directly or indirectly: (i) solicit, initiate, or knowingly or intentionally encourage or knowingly facilitate facilitate, any inquiries inquiries, offers or the making of any proposal or offer proposals that constitutesconstitute, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (including, without limitation, amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock, except as expressly permitted by this Section); or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any Person any non-public information with respect to, assist or participate in any effort or attempt by any Person (other than the Parent with respect to, or its Representatives) relating to otherwise knowingly or intentionally cooperate in any way with, any Acquisition Proposal. Notwithstanding Proposal (provided, however, that providing notice of the foregoing or anything to the contrary restrictions set forth in this AgreementSection 5.1 to a third party in response to any such inquiry, request or Acquisition Proposal shall not, in and of itself, be deemed a breach of this Section). Notwithstanding the foregoing, prior to the time that the Required Company Shareholder Vote has been obtained (the “Company Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by the Company Board after consultation with outside counsel, in response to a an unsolicited, bona fide written Acquisition Proposal made or received after the date of this Agreement that the Company Board determines in good faith after consultation with outside counsel and its financial advisor is reasonably likely to lead to a “Superior Proposal,” in each case that did not result from a material breach of by the Company of, or actions by its Representatives inconsistent with, this Section 6.1Section, and subject to compliance with Section 6.1(c5.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to the Company to the Person making such Acquisition Proposal and its Subsidiaries Representatives, and (y) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal, if, in the case of either clause (x) or (y), prior to taking such action the Company enters into a customary confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.1(a) by any Representative of the Company or any of its Subsidiaries, whether or not such Person is purported to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 5.1(a) by the Company. 5.1 (b) No Change in Recommendation or Alternative Acquisition Agreement. Neither the Company Board nor any committee thereof shall: (i) except as set forth in this Section, withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, in a manner adverse to Parent or the Merger Sub, the approval or recommendation by the Company Board or any such committee of the adoption of this Agreement (a “Company Adverse Recommendation Change”); (ii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal; or (iii) authorize, cause or permit any of the Acquired Corporations to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement (an “Alternative Acquisition Agreement”) constituting or relating to any Person Acquisition Proposal (other than a confidentiality agreement referred to in Section 5.1(a) entered into in the circumstances referred to in Section 5.1(a)). Notwithstanding the foregoing, at any time prior to the Company Specified Time and subject to Section 5.1(c), the Representatives of such Person) making Company Board may, in response to an Acquisition Proposal that the Company Board determines in good faith (after consultation with its outside counsel and its financial advisorsadvisor) is, or is reasonably likely to lead to, constitutes a Superior Proposal (such Person, and that was unsolicited and made after the date hereof and that did not otherwise result from a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by 5.1, make an Adverse Recommendation Change if the Company. The Company (x) shall notBoard has concluded in good faith, and shall cause after consultation with its Subsidiaries not tooutside counsel, terminatethat, waivein light of such Superior Proposal, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement the failure of the Company Board to which it or any effect a Company Adverse Recommendation Change would result in a breach of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreementfiduciary duties under applicable Legal Requirements; provided, however, that the Company and shall not be entitled to exercise its Subsidiaries may terminateright to make a Company Adverse Recommendation Change pursuant to this sentence unless the Company has: (A) provided to Parent five business days’ prior written notice (such notice, waivea “Notice of Superior Proposal”), amend or modify any provision ofwhich notice shall not be deemed to be a Company Adverse Recommendation Change, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if advising Parent that the Company Board determines intends to take such action and specifying the reasons therefor, including the then current material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board and the identity of the Person making the proposal (it being understood and agreed that any material amendment to any term of any such Superior Proposal shall require a new Notice of Superior Proposal and a new three business day period), (B) during such five business day period (or three business day period, in the case of an amendment) if requested by Parent, the Company engaged in good faithfaith negotiations with Parent to amend this Agreement in such a manner that any Acquisition Proposal which was determined to constitute a Superior Proposal no longer is a Superior Proposal and (C) at the end of such period such Acquisition Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account any changes to the terms of this Agreement proposed by Parent following a Notice of Superior Proposal, after consultation with outside counsel, that failure as a result of the negotiations required by clause (B) or otherwise). Nothing in this Section 5.1 shall be deemed to do so would be inconsistent with (A) impermissibly circumscribe the fiduciary duties ability of the Company Board to fulfill its fiduciary duty; (B) create an inference of Parent’s consent to the stockholders Company’s taking any action described in clauses (ii) or (iii) of the Company under applicable Law. The Company will promptly provide first sentence of this Section 5.1(b), or (C) except upon a termination of this Agreement pursuant to Section 7.1(i), limit the Parent any non-public information concerning Company’s obligation to call, give notice of, convene and hold the Shareholders’ Meeting, regardless of whether the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentBoard has effected a Company Adverse Recommendation Change.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)7.2, neither the Company it nor any of its Subsidiaries directors, officers and employees shall, and the Company that it shall not authorize or permit instruct and use its directors, officers, employees, reasonable best efforts to cause its investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any non-public information that would reasonably be expected to lead to, any Person (other than the Parent Company Acquisition Proposal, or its Representatives) relating provide any nonpublic information or data to any Acquisition ProposalPerson in connection with the foregoing, in each case, except to notify such Person of the existence of the provisions of this Section 7.2; or (iii) resolve or agree to do any of the foregoing. Notwithstanding the foregoing or anything to the contrary set forth in the foregoing provisions of this AgreementSection 7.2(a), prior to the time, but not after, the Company Stockholder Approval is obtained, the Company and its Representatives may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal after the date of this Agreement that did not result from a breach in any material breach respect of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, 7.2 if the Company may (A) furnish non-public receives from the Person so requesting such information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a executed confidentiality agreement on terms not less restrictive in any material respect with respect the aggregate to the Qualified such Person than those contained in the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that such information has previously been made available to Parent and the Special Committee or is made available to Parent and the Special Committee prior to or promptly after the time such information is made available to such Person; and (B) engage or otherwise participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Company Acquisition Proposal, if (I) the Company and its Subsidiaries may terminateshall have provided the Special Committee with a copy of the written Company Acquisition Proposal, waive(II) prior to taking any action described in clause (A) or (B) directly above, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board (acting with the approval of the Independent Director) determines in good faith, faith after consultation with its outside counsel, legal counsel that failure to do so take such action would be inconsistent with the directors’ fiduciary duties of under applicable Law and (III) in each such case referred to in clause (A) or (B) directly above, the Company Board to (acting with the stockholders approval of the Independent Director) has determined in good faith based on the information then available and after consultation with its outside legal counsel and financial advisor that such Company under applicable Law. The Acquisition Proposal either constitutes a Company will promptly provide Superior Proposal or could reasonably be expected to the Parent any non-public information concerning the result in a Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentSuperior Proposal.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company shall not, nor shall it authorize or permit or encourage any of its Subsidiaries shall, and the Company shall not authorize or permit any of its or their directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, to directly or indirectly: (i) solicit, initiate, knowingly induce or encourage or knowingly facilitate any inquiries or solicitations for the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, encourage, permit, indicate receptivity to, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything foregoing, prior to the contrary set forth adoption of this Agreement at the Company Stockholders Meeting (the “Specified Time”), the Company may, if such actions are required by the fiduciary obligations of the Company Board, as determined in this Agreementgood faith by the Company Board after consultation with outside counsel, in response to a Superior Proposal or a bona fide fide, unsolicited written Acquisition Proposal made or received after the date of this Agreement that the Company Board determines in good faith, after consultation with outside counsel and a nationally recognized independent financial advisor, could reasonably be expected to lead to a Superior Proposal, in each case that did not result from a material breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to the Company to the person making such Superior Proposal or Acquisition Proposal and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to of the Qualified Person other party than the Confidentiality Agreement, Agreement and (By) engage participate in discussions or negotiations (including solicitation of a revised Superior Proposal or Acquisition ProposalsProposal) with any Qualified Person (such person and the its Representatives of such Qualified Person) regarding any such Superior Proposal or Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in expressly permitted by Section 6.2(b), the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall cause its Subsidiaries to and the Company shall use its reasonable best efforts to cause its Representatives to (and any violation of any provision of this Section 6.16.2 by the Company’s Subsidiaries or Representatives (or action or omission by them that would be a breach thereof if taken or omitted to be taken by the Company) shall be deemed to be a breach thereof by the Company), (i) immediately cease any activities, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and immediately terminate all physical and electronic data room access previously granted to any such Person, (ii) use reasonable efforts to cause the prompt return or destruction of all material confidential information previously furnished with respect to any Acquisition Proposal or potential Acquisition Proposal to any Person since January 1, 2017, (iii) not terminate, amend, modify, or intentionally release or intentionally waive any provision of any confidentiality or standstill agreement to which it or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or potential Acquisition Proposal, and shall enforce all such provisions of any such agreement, to the extent such provisions are still effective, which shall include seeking any injunctive relief available to enforce such agreement (provided, that the Company shall be permitted to grant waivers of, and not enforce, any standstill agreement, but solely to the extent that the Board of Directors of the Company has determined in good faith, after consultation with its outside counsel, that failure to take such action (A) would prohibit the counterparty from making an unsolicited Acquisition Proposal to the Company in compliance with this Section 6.2 and (B) would be inconsistent with the Company’s directors’ statutory or fiduciary duties under applicable Law) and (iv) from the execution of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms hereof Article VIII, not (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”1) to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making or announcement of any proposal or offer that constitutes, constitutes an Acquisition Proposal or would is reasonably be expected likely to lead to, to any Acquisition Proposal; or , (ii2) enter into, continue engage in or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information data concerning the Company or its Subsidiaries provided to any Person relating to or made available pursuant for purposes of facilitating, any Acquisition Proposal, (3) enter into any agreement or agreement in principle with respect to this any Acquisition Proposal (other than a confidentiality agreement referred to in Section 6.1(a6.2(b)), (4) which was not previously provided otherwise knowingly facilitate any effort or made available attempt to make an Acquisition Proposal or (5) agree to do any of the Parentforegoing.

No Solicitation or Negotiation. Except as expressly permitted by this Section 6.2 and except as may relate to any Excluded Party as set forth in Section 6.2(c) only for so long as they are Excluded Parties, the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall cause its and its Subsidiaries’ other Representatives to, (i) at 12:00 a.m. (New York City time) on the 31st calendar day after the date of this Agreement (the “No-Shop Period Start Date”) immediately cease and terminate any solicitation, encouragement (including by way of providing access to non-public information or the business, properties, assets or personnel of the Company or any of its Subsidiaries to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources), discussions or negotiations (or any other actions permitted by Section 6.16.2(a)) with any Persons that may be ongoing with respect to any inquiry, proposal or Acquisition Proposal, and as promptly as practicable thereafter deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any inquiry, proposal or Acquisition Proposal, effective immediately, which notice shall also request such Person to return or destroy promptly all confidential information concerning the Company and its Subsidiaries, and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, not directly or indirectly (A) initiate, solicit, knowingly facilitate or knowingly encourage (publicly or otherwise) (including by way of providing access to non-public information or the terms hereof (the “Specified Time”)business, neither properties, assets or personnel of the Company nor or any of its Subsidiaries shallto any Person and its Representatives, its Affiliates and the Company shall not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants prospective equity and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”debt financing sources) to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making making, submission or announcement of any proposal or offer that constitutes, or would reasonably be expected to lead to, any an Acquisition Proposal; or , (iiB) engage or enter into, continue or otherwise participate in any discussions or negotiations withwith respect to, or furnish provide any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information data concerning the Company or its Subsidiaries provided or made available the business, properties, assets or personnel of the Company or any of its Subsidiaries to any Person relating to, or that would reasonably be expected to lead to, any Acquisition Proposal or otherwise cooperate with or assist or participate in, or knowingly facilitate such inquiries, proposals, discussions or negotiations, (C) grant to any Person any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute, other than (if the Board determines that the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law) a limited waiver, amendment or release under any standstill agreement for the sole purpose of allowing any Person or group of Persons to make an Acquisition Proposal or an offer that would reasonably be expected to lead to an Acquisition Proposal or (D) otherwise knowingly facilitate any such inquiries, proposals, discussion or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. Not later than twenty-four (24) hours after the expiration of the Go-Shop Period, the Company shall certify to Parent and Merger Sub the number and identity of any Excluded Parties and, subject to the ability of the Company to make a Recommendation Withdrawal pursuant to and in accordance with this Section 6.1(a) which was not previously provided or made available to 6.2, the ParentCompany’s Board of Directors shall publicly expressly reaffirm the Company Board Recommendation.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company shall not, nor shall it (i) authorize or permit any of its Subsidiaries shall, and the Company shall not or (ii) authorize or knowingly permit any of its or its Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants and or other advisors advisors, agents or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company Acquisition Proposal, including without limitation (A) approving any transaction under Section 203 of the DGCL, (B) approving any person becoming an “interested stockholder” under Section 203 of the DGCL, or (C) amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock, Parent ADSs or Parent Ordinary Shares, respectively; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person or permit any person access to any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Company Acquisition Proposal. Notwithstanding the foregoing or anything foregoing, prior to the contrary set forth adoption of this Agreement at the Company Stockholders Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board, as determined in this Agreementgood faith by the Company Board, after consultation with outside counsel, in response to a bona fide written Acquisition Qualifying Proposal that did not result from a material breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to the Company to the person making such Qualifying Proposal and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to of the Qualified Person other party than the Confidentiality Agreement, Agreement and (By) engage participate in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (such person and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any regarding such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentQualifying Proposal.

No Solicitation or Negotiation. Except as set forth in From and after the date of this Section 6.1, Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)Article VII, except as expressly permitted by this Section 5.3, neither the Company Parent nor any of its Subsidiaries shall, and the Company Parent shall not authorize or permit cause its and its Subsidiaries’ directors, officersofficers and employees not to, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors shall use reasonable best efforts to cause its and representatives, collectively, “Representatives”) their Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly induce, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Parent Acquisition Proposal; (ii) participate in any discussions or negotiations or cooperate in any way not permitted by this Section 5.3 with any Person regarding any proposal the consummation of which would constitute a Parent Acquisition Proposal; (iii) provide any information or data concerning Parent or any of its Subsidiaries to any Person in connection with any proposal the consummation of which would constitute a Parent Acquisition Proposal; or (iiiv) enter intoapprove or recommend, continue make any public statement approving or otherwise participate in any discussions or negotiations withrecommending, or furnish enter into any non-public information agreement relating to, any Person (other than the Parent inquiry, proposal or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal offer that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) isconstitutes, or is would reasonably likely be expected to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Parent Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall notParent shall, and Parent shall cause its Subsidiaries not and Representatives to, terminateimmediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Parent Acquisition Proposal, waiveor proposal that would reasonably be expected to lead to a Parent Acquisition Proposal, amend and shall promptly terminate access by any such Person to any physical or modify electronic data rooms relating to any provision such Parent Acquisition Proposal. Parent shall not grant any waiver of, or grant permission agree to any amendment or request undermodification to, any standstill or confidentiality agreement “standstill” agreement, to which it or any of its Subsidiaries is or becomes permit such Person to submit a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreementParent Acquisition Proposal; provided, however, provided that the Company foregoing shall not restrict Parent from permitting a Person to orally and its Subsidiaries may terminatenon-publicly request the waiver of a “standstill” or similar obligation or from granting such a waiver, waivein each case, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if extent the Company Parent Board determines in good faith, after consultation with outside legal counsel, that the failure to do so take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in Subject to the terms of Section 5.3(b), from the date of this Section 6.1, Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will cease and cause to be terminated any discussions or negotiations with and terminate any data room access (or other diligence access) of any Person and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors (collectively, “Representatives”) relating to any Acquisition Transaction. Promptly following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company to promptly return or destroy all non-public information furnished to such Person by or on behalf of the Company or any of its Subsidiaries prior to the of this Agreement in accordance with the terms hereof (of such confidentiality agreement. Subject to the “Specified Time”terms of Section 5.3(b) and Section 5.3(d), neither from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company nor any of and its Subsidiaries shalland their respective directors, executive and other officers will not, and the Company shall will not authorize or permit direct any of its directors, officers, or its Subsidiaries’ employees, investment bankers, attorneys, accountants and consultants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives to, directly or indirectly: , (i) solicit, initiate, knowingly encourage propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any to an Acquisition Proposal; or (iiiii) enter into, continue participate or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such with respect to an Acquisition Proposal. The Company agrees that , or with respect to any material violations inquiries from third Persons relating to making a potential Acquisition Proposal (other than only informing such Persons of the restrictions set forth provisions contained in this Section 6.1 by 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of its Representatives shall be deemed to be a material breach the foregoing. From the date of this Agreement (including until the earlier to occur of the termination of this Section 6.1) by Agreement pursuant to Article VIII and the Company. The Effective Time, the Company (x) shall notwill not be required to enforce, and shall cause its Subsidiaries not to, terminate, will be permitted to waive, amend or modify any provision of, or grant permission or request under, of any standstill or confidentiality agreement to which it the extent that such provision prohibits or any of its Subsidiaries is or becomes purports to prohibit a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts confidential proposal being made to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent (or any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentcommittee thereof).

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries shall, and the Company shall not authorize or permit any of its or their directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, to directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly intentionally encourage, or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal, including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information with respect to, assist or participate in any effort or attempt by any Person with respect to, or otherwise cooperate in any way with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding Proposal (provided, however, that providing notice of the foregoing or anything to the contrary restrictions set forth in this AgreementSection 6.1 to a third party in response to any such inquiry, request or Acquisition Proposal shall not, in and of itself, be deemed a breach of this Section 6.1). Notwithstanding the foregoing, prior to the approval of the principal terms of the Merger at the Company Shareholders Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by the Company Board after consultation with outside counsel, in response to a bona fide written Acquisition Proposal made or received after the date of this Agreement that the Company Board determines in good faith after consultation with outside counsel and a nationally recognized independent financial advisor is reasonably likely to lead to a Superior Proposal, in each case that did not result from a material breach of by the Company of, or actions by its Representatives inconsistent with, this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to the Company to the Person making such Acquisition Proposal and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a customary confidentiality agreement not less restrictive in any material respect with respect to of the Qualified Person other party than the Company Confidentiality Agreement, Agreement and (By) engage participate in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified such Person (and the its Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees Without limiting the foregoing, it is agreed that any material violations violation of the restrictions set forth in this Section 6.1 6.1(a) by any Representative of the Company or any of its Representatives Subsidiaries, whether or not such Person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a material breach of this Agreement (including this Section 6.16.1(a) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Subject to the provisions of this Section 6.1, following the No-Shop Start Date, the Company shall immediately cease or cause to be terminated any activities that would otherwise be a violation of the restrictions set forth in this subsection (b) conducted theretofore by the Company or its Representatives with respect to any Acquisition Proposal; provided, however that notwithstanding such restrictions the Company may continue discussions or negotiations with any person pursuant to and in accordance with this Section 6.1 that has made an Acquisition Proposal on or prior to the No-Shop Start Date if the Company’s Board of Directors determines in good faith (after consultation with outside counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither none of the Company nor any of its Subsidiaries shall, and the Company shall not authorize or permit use all commercially reasonable efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, seek, knowingly encourage encourage, knowingly facilitate, knowingly support or knowingly facilitate respond to any inquiries or requests for any information with respect to, or the making of making, announcement or submission of, any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or (ii) engage, enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any person any non-public information tofor the purpose of encouraging or facilitating, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written an Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person person (and the Representatives of such Personperson) making an Acquisition Proposal that the Company Board first determines in good faith (after consultation with outside counsel and its financial advisors) is, either constitutes a Superior Proposal or is reasonably likely to lead to, to a Superior Proposal (such PersonProposal, a “Qualified Person”) pursuant to a confidentiality agreement not materially less restrictive in any material respect with respect to of the Qualified Person other party than the Confidentiality Agreement, Agreement and (B) engage in discussions or negotiations (including solicitation of a revised Acquisition ProposalsProposal) with any Qualified Person (such person and the its Representatives of such Qualified Person) regarding any such Acquisition Proposal, and amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock (a copy of which was provided to the Buyer prior to the execution of this Agreement). The Company agrees parties agree that any material violations violation of the restrictions set forth in terms of this Section 6.1 by any of its the Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) 6.1 by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentSubsidiaries.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not authorize or permit use reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate induce or encourage, any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any Person any non-public information tofor the purpose of encouraging, any Person (other than facilitating or inducing, the Parent or its Representatives) relating to making of any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this AgreementAgreement (including Section 6.1(f)), in response to a bona fide written an Acquisition Proposal that did not result from a material breach of this Section 6.1, Agreement and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is could be reasonably likely expected to lead to, to a Superior Proposal Proposal, and subject to compliance with Section 6.1(c), the Company may (A) furnish information with respect to the Company to any Person (and the Representatives of such Person) making such Acquisition Proposal, a “Qualified Person”) pursuant to a confidentiality agreement not materially less restrictive in any material respect with respect to of the Qualified Person other party than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of a revised Acquisition ProposalsProposal) with any Qualified such Person (and the its Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of(C) amend, or grant permission a waiver or request release under, any standstill or confidentiality similar agreement with respect to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentCommon Stock.

No Solicitation or Negotiation. Except From the date of this Agreement until the Effective Time, except as set forth in this Section 6.15.1, until none of the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries Acquired Corporations shall, and the Company nor shall not they authorize or permit its any of the Acquired Corporations’ directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiate, or knowingly or intentionally encourage or knowingly facilitate facilitate, any inquiries inquiries, offers or the making of any proposal or offer proposals that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (including, without limitation, amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock, except as expressly permitted by this Section); or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any Person any non-public information with respect to, assist or participate in any effort or attempt by any Person (other than the Parent with respect to, or its Representatives) relating to otherwise knowingly or intentionally cooperate in any way with, any Acquisition Proposal. Notwithstanding Proposal (provided, however, that providing notice of the foregoing or anything to the contrary restrictions set forth in this AgreementSection 5.1 to a third party in response to any such inquiry, request or Acquisition Proposal shall not, in and of itself, be deemed a breach of this Section). Notwithstanding the foregoing, prior to the time that the Required Company Stockholder Vote has been obtained (the “Company Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by the Company Board after consultation with outside counsel, in response to a bona fide written unsolicited Acquisition Proposal made or received after the date of this Agreement that the Company Board determines in good faith after consultation with outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal, in each case that did not result from a material breach of by the Company of, or actions by its Representatives inconsistent with, this Section 6.1Section, and subject to compliance with Section 6.1(c5.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to the Company Acquired Corporations to the Person making such Acquisition Proposal and its Subsidiaries Representatives, and (y) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal, if, in the case of either clause (x) or (y), prior to any Person (and taking such action the Representatives Company enters into a customary confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement. In addition, the Company may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by the Company Board after consultation with outside counsel, waive standstill provisions in effect with a third party whose identity has been disclosed to Parent, in response to an unsolicited request from such Person) making third party for such a waiver, provided such party has either made a Superior Proposal or has expressed to the Company an intention to make an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or advisor is reasonably likely to lead to, to a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to Proposal. Promptly following the Qualified Person than the Confidentiality execution of this Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Company shall instruct its Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of as to the restrictions set forth in this Section 6.1 by any of 5.1(a) and direct them to comply with its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, provisions and shall cause thereafter use its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to enforce the provisions of any such agreement; provided, however, assure that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation Representatives comply with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentsuch instructions.

No Solicitation or Negotiation. Except as set forth in At all times during the period commencing with the execution and delivery of this Section 6.1, Agreement and continuing until the earlier to occur of the termination of this Agreement in accordance with pursuant to ARTICLE VII and the terms hereof (Closing, except as expressly permitted by this Section 4.10, the “Specified Time”), neither the Company nor any of Debtor and its Subsidiaries shalland its and its Subsidiaries’ respective directors, officers and employees shall not, and the Company Debtor shall direct its other agents and representatives not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) initiate, solicit, initiate, propose or knowingly encourage or otherwise knowingly facilitate any inquiries inquiry or the making of any proposal or offer that constitutesconstitutes or, or would reasonably be expected to lead to, any an Acquisition Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withrelating to any Acquisition Proposal or any inquiry, proposal or furnish offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 4.10 prohibit such discussions); (iii) provide any non-public information to, any Person (other than or data concerning the Parent Debtor or its Representatives) relating Subsidiaries, or access to the Debtor or its Subsidiaries’ properties, books and records to any Person, in each case, in connection with any Acquisition Proposal or any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing ; (iv) otherwise knowingly facilitate any effort or anything attempt to the contrary set forth in this Agreement, in response to a bona fide written make an Acquisition Proposal; (v) approve or recommend or publicly declare advisable any Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject or proposal reasonably expected to compliance with Section 6.1(c), prior lead to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) isor approve or recommend, or is reasonably likely publicly declare advisable or publicly propose to lead toenter into, a Superior Proposal any Alternative Acquisition Agreement; (such Personvi) execute or enter into an Alternative Acquisition Agreement; or (vii) agree, a “Qualified Person”) pursuant authorize or commit to a confidentiality agreement not less restrictive in do any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentforegoing.

No Solicitation or Negotiation. Except as set forth in Subject to the final sentence of this Section 6.15.3(a) and subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement in accordance with pursuant to Article VIII and the terms hereof (the “Specified Effective Time”), neither the Company nor and its Subsidiaries shall not, and shall instruct (and use their reasonable best efforts to cause) any of its Subsidiaries shall, and the Company shall their respective Representatives (in their capacities as such) not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: : (i) solicit, initiate, knowingly encourage propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate any inquiries or the making of assist, any proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, any an Acquisition Proposal; or (ii) enter intofurnish to any Person (other than Parent, continue Merger Sub or otherwise participate in any discussions designees of Parent or negotiations with, or furnish Merger Sub) any non-public information relating to the Company Group or the Affiliated Practices or afford to any Person access to the business, properties, assets, books, records or personnel, of the Company Group or the Affiliated Practices, in any such case, in connection with the making, submission or announcement of, or to knowingly encourage, induce or facilitate, a proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, other than informing such Persons of the existence of the provisions contained in this Section 5.3 and contacting the Person making the Acquisition Proposal in order to clarify the terms of the Acquisition Proposal; (iv) approve, endorse or recommend an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to, or would reasonably be expected to lead to an Acquisition Transaction, an “Alternative Acquisition Agreement”). Subject to the final sentence of this Section 5.3(a) and subject to the terms of Section 5.3(b), after the date of this Agreement, the Company and its Subsidiaries shall, and shall instruct (and use its reasonable best efforts to cause) any of their respective Representatives (in their capacities as such) to (x) cease any discussions, communications or negotiations with any Person (other than Parent and its Representatives) in connection with an Acquisition Proposal or a proposal or offer that would reasonably be expected to lead to an Acquisition Proposal by such Person, (y) promptly (and in any event within one (1) Business Day after the date of this Agreement) shut off all access of any Person (other than the Parent Parties and their respective Representatives) to any electronic data room maintained by or on behalf of the Company or its Representatives) relating Subsidiaries with respect to any Acquisition ProposalProposal and request that all non-public information previously provided be returned or destroyed in accordance with the applicable confidentiality agreement. Notwithstanding From the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach date of this Section 6.1, Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and subject to compliance with Section 6.1(c), prior to the Acceptance Effective Time, the Company may will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any existing standstill (or similar provision that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof)), unless (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (ycommittee thereof) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines has determined in good faith, after consultation with its outside legal counsel, that failure to do so take such action would be reasonably likely to be inconsistent with the its fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning , and (B) the Company promptly (and in any event within twenty-four (24) hours) notifies Parent in writing of any such waiver, amendment or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentrelease.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until (a) The Company and the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), Owner agrees that neither the Company it nor any of its Subsidiaries Affiliates nor any of its officers or directors or those of its Affiliates shall, and the Company that it shall cause its and its Affiliates’ employees, agents and Representatives not to (and shall not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”any of them to) to, directly or indirectly: : (i) solicit, initiate, knowingly encourage encourage, consider, facilitate or knowingly induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, make any other communications 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 that constitutes or offer that constitutes, or would may reasonably be expected to lead to, any Acquisition Proposal; or (iiiii) engage in discussions with any Person with respect to any Acquisition Proposal, except to inform them as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter intointo any letter of intent, continue term sheet or similar document or any contract, agreement or commitment contemplating or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition ProposalProposal or transaction contemplated thereby. Notwithstanding The Company Entity and the foregoing Owner and their respective Affiliates and their respective officers, directors, employees, agents and Representatives shall immediately cease and cause to be terminated any and all existing activities, discussions or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance negotiations with Section 6.1(c), any third parties conducted on or prior to the Acceptance Time, the Company may (A) furnish non-public information date of this Agreement with respect to any Acquisition Proposal and shall cause any other Person (or its agents or advisors) with which the Company and its Subsidiaries to any Person (and the Representatives of such Person) making has had discussions about an Acquisition Proposal that and which is in possession of confidential information about the Company Board determines in good faith to return or destroy all such information. (after consultation with outside counsel and its financial advisorsb) isIf the Company, the Owner, or is any of their respective Affiliates or any of their respective officers or directors, employees, agents or Representatives receives any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably likely believes could lead to lead toan Acquisition Proposal, a Superior Proposal (such Personthen the Company shall, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any promptly after its receipt, provide Parent with oral and written notice of the material respect with respect to the Qualified Person than the Confidentiality Agreement, terms and (B) engage in discussions or negotiations (including solicitation conditions of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal, request or inquiry, and the identity of the Person or Group making such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company agrees that any material violations of and the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) Owner shall not, and shall cause its Subsidiaries their respective Affiliates not to, terminatewithout the prior written consent of Parent, waiverelease any Person from, amend or modify waive any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it the Company, or the Owner, or any of its Subsidiaries their respective Affiliates is or becomes a party. (c) For purposes of this Agreement, and the term “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer or proposal, relating to any transaction or series of related transactions involving: (yi) shallany acquisition, and shall cause its Subsidiaries tomerger, use commercially reasonable efforts to enforce consolidation, business combination or similar transaction involving any Company Entity, (ii) the provisions issuance or sale by any Company Entity or the acquisition by any Person of any such agreement; providedsecurities or similar rights of any Company Entity, however(iii) any sale, that lease, exchange, transfer, license, acquisition or disposition of more than ten percent (10%) of the assets of any Company and its Subsidiaries may terminate, waive, amend or modify any provision ofEntity, or grant (iv) any permission liquidation, recapitalization, spin-off or request under, any standstill agreement relating to the submission dissolution of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentEntity.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.15.6, until after the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)date hereof, neither the Company it nor any of its Subsidiaries shallsubsidiaries nor any of its or their respective officers, directors or employees will, and the Company shall not authorize it will direct and use all reasonable best efforts to cause its agents, including any investment banker, attorney or permit accountant retained by it or by any of its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives subsidiaries (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, its “Representatives”) tonot to (1) initiate, solicit or encourage, directly or indirectly: , any inquiries, proposals or offers (iwhether firm or hypothetical) solicit, initiate, knowingly encourage or knowingly facilitate with respect to any inquiries Acquisition Proposal or the making or implementation of any proposal or offer that constitutesAcquisition Proposal, (2) engage in any negotiations concerning, or would reasonably be expected provide any confidential information or data to, or have any discussions with, any Person relating to lead toan Acquisition Proposal, (3) otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal, (4) approve or recommend, or propose to approve or recommend, any Acquisition Proposal; or , (ii5) approve or recommend, or propose to approve or recommend, or execute or enter into, continue any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or otherwise share purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal, (6) enter into any agreement or agreement in principle requiring, directly or indirectly, the Company to abandon, terminate or fail to consummate the transactions contemplated by this Plan or breach its obligations hereunder or (7) propose or agree to do any of the foregoing. Notwithstanding anything in the foregoing to the contrary, prior to, but not after, the time when the approval described in Section 6.1(a) is obtained, the Company may: (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal, if the Company has received from such Person an executed confidentiality agreement on terms at least as favorable to the Company as those contained in the Confidentiality Agreement, and promptly discloses and, if applicable, provides copies of, any such information to Parent, to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with, or furnish any non-public information to, with any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a who has made such unsolicited bona fide written Acquisition Proposal; and (C) after having complied with this Section 5.6, recommend or otherwise declare advisable or propose to recommend or declare advisable (publicly or otherwise) such Acquisition Proposal that did not result from or withdraw or modify in a material breach manner adverse to Parent, or propose to withdraw or so modify (publicly or otherwise), its recommendation in favor of this Section 6.1Plan and the transactions contemplated hereby, or otherwise effect a Change in Recommendation with respect to an Acquisition Proposal, but only if and subject to compliance with Section 6.1(c), the extent that (x) prior to the Acceptance Time, the Company may taking any action described in clause (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions above or negotiations this clause (including solicitation C), the board of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations directors of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall notdetermines, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with its outside counsellegal advisors, that failure such action is required for the board of directors of the Company to comply with its fiduciary duties, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company determines, in good faith, after consultation with its financial advisors and outside legal advisors, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, (i) the board of directors of the Company determines, in good faith, after consultation with its financial advisors and outside legal advisors, that such Acquisition Proposal is a Superior Proposal after giving effect to all of the adjustments which may be offered by Parent pursuant to clause (iii) below, (ii) the Company has notified Parent in writing, at least five (5) business days in advance, that the Company intends to recommend or otherwise declare advisable such Superior Proposal or otherwise effect a Change in Recommendation, which notice shall (a) state expressly that the Company has received an Acquisition Proposal which the board of directors of the Company has determined is a Superior Proposal and that the Company intends to effect a Change in Recommendation and the manner in which it intends to do so would and (b) include the identity of the person making such Acquisition Proposal and a copy (if in writing) and summary of material terms of such Acquisition Proposal, and (iii) during such five (5) business day period, and in any event, prior to effecting such Change in Recommendation, the Company has negotiated, and has caused its financial and legal advisors to negotiate, with Parent in good faith (to the extent Parent desires to negotiate) to make adjustments to the terms and conditions of the transactions contemplated by this Plan proposed by Parent so that such Acquisition Proposal ceases to constitute a Superior Proposal. In the event of any material revisions to the terms of an Acquisition Proposal, the Company will be inconsistent required to deliver a new written notice to Parent and to again comply with the fiduciary duties requirements of the Company Board this clause (z) with respect to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentsuch new written notice.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), The Company agrees that neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit use its directors, officers, best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly solicit or encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below); or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c)contrary, prior to the Acceptance Timeadoption of this Agreement by the Company Requisite Vote, the Company may (A) furnish non-public provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of more than 50% of the assets (on a consolidated basis) or total voting power of the equity securities of the Company if the board of directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (as defined in Section 9.7), (B) engage in discussions or negotiations with respect any Person who has made such an unsolicited bona fide written Acquisition Proposal or (C) after having complied with the requirements of this Section 6.3, approve, adopt, recommend, or otherwise declare advisable or propose to approve, adopt, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action is reasonably likely to result in a breach of their respective fiduciary duties under applicable Law; (y) in each such case referred to in clause (A) or (B), if the board of directors of the Company has determined in good faith based on the information then available and after consultation with its Subsidiaries to any Person (and the Representatives of financial advisor that such Person) making an Acquisition Proposal that either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal; and (z) in the case referred to in clause (C) above, the board of directors of the Company Board determines in good faith (after consultation with outside counsel and its financial advisorsadvisor and outside legal counsel) is, or that such Acquisition Proposal is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries shall, and the Company directly or indirectly, nor shall not it authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, their respective Representatives directly or indirectlyindirectly to: (i) initiate, solicit, initiateknowingly encourage, knowingly encourage induce or knowingly facilitate assist any inquiries or the making making, submission, announcement or consummation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any non-public information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the provisions of this Section 6.2), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Acquisition Sub, or any of their respective Affiliates, designees or Representatives) that would reasonably be expected to initiate, solicit, encourage, induce or assist the making, submission or commencement of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; (iii) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other than a confidentiality agreement contemplated by this Section 6.2); or (iiiv) enter into, continue otherwise knowingly facilitate any effort or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating attempt to any make an Acquisition Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreementcontrary, in response to a bona fide written Acquisition Proposal that did if the Company has not result from a material breach of breached this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time6.2, the Company may (A) furnish provide information (which may include non-public information with respect information) to the Company and its Subsidiaries to any a Person (and the Representatives of such Person’s Representatives and potential financing sources) making and may afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries in response to a request therefor by such Person who has made an unsolicited bona fide written Acquisition Proposal that if the Company Board determines receives from the Person so requesting such information an executed confidentiality agreement on terms not more favorable to such other Person than those contained in the Confidentiality Agreement and which shall not prohibit the Company from complying with the terms of this Section 6.2 and prior to or concurrently delivers to Parent any such information to the extent not previously provided to Parent and (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal of the type described in clause (A) above and engage in the other activities otherwise prohibited by this Section 6.2, if and only to the extent that, prior to taking any action described in clauses (A) and (B) above, the board of directors of the Company has determined in good faith (after consultation with outside counsel and its financial advisorsadvisors and outside legal counsel) is, or is that (x) failure to take such action would be reasonably likely to lead to, be a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations violation of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, directors’ fiduciary duties under applicable Law and (y) shallbased on the information then available, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentconstitutes a Superior Proposal.

No Solicitation or Negotiation. Except as set forth in Subject to the terms of this Section 6.15.1, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with pursuant to Article VII and the terms hereof (the “Specified Effective Time”), neither the Company nor any will, and will cause its Subsidiaries and its and their respective officers and directors to, and will instruct and cause each of its Subsidiaries shall, and the Company shall not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably cease and cause to be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in terminated any discussions or negotiations withwith any Person and its Representatives that would be prohibited by this Section 5.1(a), request the prompt return or furnish any destruction of all non-public information to, concerning the Company and its Subsidiaries previously furnished to any Third Person (other than the Parent or its and such Third Person’s Representatives) relating with whom a confidentiality agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written an Acquisition Proposal that did was entered into at any time within the twelve-month period immediately preceding the date hereof and will (i) not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public provide any information with respect to the Company and its Subsidiaries or any Acquisition Proposal to any Third Person or its Representatives; and (ii) terminate all access granted to any Third Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 5.1(b), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Representatives of such Person) making an Acquisition Proposal that Effective Time, the Company Board determines in good faith (after consultation with outside counsel and its financial advisorsSubsidiaries will not, and will cause their respective officers and directors and their other Representatives not to, directly or indirectly, (i) issolicit, initiate, propose or induce the making, submission or announcement of, or is knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or could reasonably likely be expected to lead to, a Superior Proposal an Acquisition Proposal; (such Personii) participate or engage in discussions, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in communications or negotiations with any material respect Third Person with respect to the Qualified Person an Acquisition Proposal (other than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of informing such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations Third Persons of the restrictions set forth provisions contained in this Section 6.1 by any 5.1). From the date hereof until the earlier to occur of its Representatives shall be deemed to be a material breach the termination of this Agreement (including this Section 6.1) by pursuant to Article VII and the Company. The Effective Time, the Company (x) shall notwill be required to enforce, and shall cause its Subsidiaries will not to, terminate, be permitted to waive, amend terminate or modify modify, any provision of, or grant permission or request under, of any standstill or confidentiality agreement that prohibits or purports to which it or any of its Subsidiaries is or becomes prohibit a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts proposal being made to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines (or any committee thereof) (unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to do so take such action would be inconsistent with the its fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent).

No Solicitation or Negotiation. Except (i) The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit instruct and use its directors, officers, reasonable best efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (iA) solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any constitutes an Acquisition Proposal; or; (iiB) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Acquisition Proposal, except to notify such Person of the existence of this Section 6.2; (other than the Parent C) enter into any agreement or its Representatives) relating agreement in principle with respect to any Acquisition Proposal. Notwithstanding the foregoing Proposal other than a confidentiality agreement referred to in Section 6.2(a)(ii); (D) grant any waiver, amendment or anything release under any standstill or confidentiality agreement or fail to the contrary set forth in this Agreement, in response use reasonable efforts to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information enforce any standstill or confidentiality agreement with respect to any equity securities of the Company and its Subsidiaries to Company; or (E) otherwise knowingly facilitate any effort or attempt by any Person (and the Representatives of such Person) making to make an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries and its Subsidiaries’ officers and directors to, and shall instruct and use commercially its reasonable best efforts to enforce cause its and its Subsidiaries’ Representatives to, cease immediately any discussions or negotiations, if any, with any Person (other than Parent, Merger Sub and their respective Representatives) conducted prior to the provisions date of this Agreement with respect to any Acquisition Proposal and shall promptly request that any such agreement; providedPerson in possession of confidential information about the Company that was furnished by or on behalf of the Company return or destroy all such information in accordance with the terms of the confidentiality agreement with such Person. (ii) Notwithstanding anything in this Agreement to the contrary, howeverprior to the time, that but not after, the Company Requisite Vote is obtained, if the Company or its Representatives receive a written Acquisition Proposal from any Person, the Company and its Subsidiaries Representatives may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating (A) contact such Person to clarify the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly terms and conditions thereof; (B) provide to the Parent any information (including non-public information concerning the Company and its Subsidiaries) in response to a request therefor by such Person if the Company receives from such Person an executed confidentiality agreement on terms not more favorable to such Person in any material respect than the terms contained in any of the Confidentiality Agreements (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal to the extent such Acquisition Proposal is made directly to the Company); provided that the Company shall promptly (and in any event within 24 hours) make available to Parent any material non-public information concerning the Company and its Subsidiaries provided or that the Company made available pursuant to this Section 6.1(a) any Person given such access which was not previously provided or made available to Parent; (C) engage or participate in any discussions or negotiations with such Person; and (D) after having complied with Section 6.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the Parentextent that, (x) prior to taking any action described in clause (B), (C) or (D) above, the Board of Directors of the Company or any committee thereof determines in good faith after consultation with its outside legal counsel that such action could be required by the directors’ fiduciary duties under applicable Law, (y) in each such case referred to in clause (B) or (C) above, the Board of Directors of the Company or any committee thereof has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (D) above, the Board of Directors of the Company or any committee thereof determines in good faith after consultation with its financial advisor that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. Except as set forth in expressly permitted by this Section 6.15.3, until during the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)Pre-Closing Period, neither the Company nor any of its Subsidiaries shall, and the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: : (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making making, submission or announcement of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any discussions, communications or negotiations with any Person regarding, or relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any Acquisition Proposal; or (iiiii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) isknowingly encourage, knowingly facilitate or is reasonably likely to lead toknowingly assist, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or any of its Subsidiaries to any Person, or (B) afford access to the business, assets, properties, books or records, other information or employees or other Representatives of the Company or any of its Subsidiaries (x) in connection with, or with the intent to induce, or (y) that would reasonably be expected to lead to, the making, submission or announcement of any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any Acquisition Proposal, except, in the case of this clause (iii)(B)(y), for the provision of information to any director on the Company Board in his or her capacity as such so long as such director has not indicated that he or she intends to use such information in connection with any such Acquisition Proposal, inquiry, proposal or offer; provided that this clause (iii)(B)(y) shall not restrict or made available prohibit the Company from complying with (and solely to the extent required by) Section 2.5 of the XxxXx XXX or Section 2.5 of the TCP-ASC IRA so long as the Company (I) advises Parent promptly (and in any event within twenty-four (24) hours) of the receipt of any request pursuant to Section 2.5 of the XxxXx XXX, (II) concurrently provides Parent with any information, books or records provided by the Company in response to such request and (III) invites Parent to participate in any discussions in response to such request; (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) resolve or agree to do any of the foregoing. The Company shall, and the Company shall cause its Subsidiaries and its and their Representatives to, (1) immediately cease and cause to be terminated any discussions and negotiations with any Person (other than the Buyer Parties and their Representatives) that would be prohibited by this Section 6.1(a5.3 or that would reasonably be expected to lead to an Acquisition Proposal and cease providing any information to any such Person or its Representatives, (2) which was with respect to any Person with whom such discussions or negotiations have been terminated, promptly following the date hereof (and in any event within two (2) Business Days hereof) request that such Person and its Representatives return or destroy, in accordance with the terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company and shall take all necessary action to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement and (3) promptly (and in any event within two (2) Business Days hereof) terminate all access granted to any Person and its Representatives to any physical or electronic data rooms (or other diligence access) relating to a possible Acquisition Proposal by such Person and its Representatives. From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not previously provided be permitted to waive, any provision of any standstill or made available confidentiality agreement; provided, that, prior to, but not after, the time the Requisite Stockholder Approval is obtained, if, in response to an unsolicited request to waive any standstill or similar provision, the Company Board (upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties pursuant to applicable Law, the Company may waive any such standstill or similar provision solely to the Parentextent necessary to permit such Person to make an Acquisition Proposal to the Company Board or Special Committee and communicate such waiver; provided, however, that the Company shall advise Parent promptly (and in any event within twenty-four (24) hours) following taking such action.

No Solicitation or Negotiation. Except as set forth in this Section 6.1During the Pre-Closing Period, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any agrees that it and its Subsidiaries shall not, and that it shall use its commercially reasonable efforts to ensure that none of its Subsidiaries shall, and the Company shall not authorize or permit its Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, representatives collectively, “Representatives”) toshall, directly or indirectly, take any of the following actions: (i) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information) any inquiries or the making of any proposal or offer that constitutes(including any proposal from or offer to the Company’s shareholders) with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any person any non-public information toor grant access to its properties, any Person (other than the Parent books and records or its Representatives) relating to personnel in connection with, any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may ; or (Aiii) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waiverelease, amend amend, waive or modify any provision ofof any confidentiality, or grant permission or request under, any standstill or confidentiality similar agreement to which it or any of its Subsidiaries is a party (or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially fail to take reasonable efforts measures to enforce the provisions of any such agreement; providedagreements), howeveror take any action to exempt any person (other than Parent, that Merger Sub and their Affiliates) from the restrictions on “business combinations” contained in Section 203 of the DGCL or otherwise cause such restrictions not to apply. Notwithstanding the foregoing, the Company and its Subsidiaries may terminatemay, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating but only prior to the submission approval and adoption of any unsolicited Acquisition Proposal if this Agreement at Company Meeting, to the extent failure to do so would reasonably be expected to result in a breach of the fiduciary duties to stockholders of the Company Board determines under applicable law, as determined in good faith, faith by the Special Committee after consultation with outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal received by the Company after the date of this Agreement that failure the Special Committee determines in good faith after consultation with outside counsel and its financial advisor (which shall be First Albany or another nationally recognized investment banking firm) is reasonably expected to do result in a Superior Proposal, in each case, so would be inconsistent long as such Acquisition Proposal did not result from a breach by the Company of this Section 6.1 and the Company has complied with this Section 6.1 in all material respects, (x) furnish information with respect to the fiduciary duties Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the Company Board other party than the Confidentiality Agreement, (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal, and (z) waive any standstill provisions related to the stockholders submission of such Acquisition Proposal; provided that the Company under applicable Law. The Company will promptly provide shall substantially contemporaneously make available to Parent and Merger Sub (to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was extent it has not previously provided or done so) all nonpublic information made available to the Parentsuch person making such Acquisition Proposal.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit use its directors, officers, reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly solicit or encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below); or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person Acquisition Proposal; or (other than the Parent iii) otherwise knowingly facilitate any effort or its Representatives) relating attempt to any make an Acquisition Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c)contrary, prior to the Acceptance Timetime, but not after, the Requisite Company Vote is obtained, the Company may (A) furnish non-public provide information with respect in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive, taken as a whole, to the Company other party than those contained in the Confidentiality Agreement (as defined in Section 9.7) (not including paragraph 8 thereof) and its Subsidiaries promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal; or (and the Representatives of C) after having complied with Section 6.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such Person) making an Acquisition Proposal that Proposal, if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company Board determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, and (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with outside counsel and its financial advisorsadvisor and outside legal counsel) is, or that such Acquisition Proposal is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not authorize or permit cause its directors, officers, employees, investment bankers, attorneys, accountants officers and senior management not to and shall use reasonable efforts to cause its other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage initiate or knowingly facilitate or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; (ii) provide any non-public information concerning the Company or any of its Subsidiaries to any Person or group who has made or would reasonably be expected to make any Acquisition Proposal or for the purpose of encouraging or facilitating any Acquisition Proposal; (iii) amend or grant a waiver or release under any standstill or similar agreement with respect to any Company Common Stock (other than for Parent or its Affiliate), except under the circumstances permitted under this Section 6.1(a); or (iiiv) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to regarding any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response subject to compliance with Section 6.1(c), if at any time prior to the Acceptance Time, (i) the Company has received after the date of this Agreement a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to compliance result in a Superior Proposal (the Person making such Acquisition Proposal, a “Qualified Person”) and that the failure to take such action described in clause (A) or clause (B) below would be reasonably likely to be inconsistent with Section 6.1(c)the Company Board’s fiduciary duties under applicable law, prior to the Acceptance Time, then the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any such Qualified Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) ), pursuant to a confidentiality agreement not materially less restrictive in any material respect with respect to the confidentiality and non-use obligations of the Qualified Person than the Confidentiality Agreement (provided, that the Company shall substantially concurrently provide to Parent, in accordance with the terms of the Confidentiality Agreement, any non-public written information and any other material non-public information concerning the Company and its Subsidiaries that is provided to (or given access to) such Qualified Person and which was not previously provided or made available to Parent), (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any such Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement Proposal and (including this Section 6.1C) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision ofamend, or grant permission a waiver or request release under, any standstill or confidentiality similar agreement with respect to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of Company Common Stock with any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentQualified Person.

No Solicitation or Negotiation. Except Parent agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)7.3, neither the Company it nor any of its Subsidiaries directors, officers and employees shall, and the Company that it shall instruct and use its reasonable best efforts to cause its other Representatives not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Parent Acquisition Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish any non-public information that would reasonably be expected to lead to, any Person (other than the Parent Acquisition Proposal, or its Representatives) relating provide any nonpublic information or data to any Acquisition ProposalPerson in connection with the foregoing, in each case, except to notify such Person of the existence of the provisions of this Section 7.3; or (iii) resolve or agree to do any of the foregoing. Notwithstanding the foregoing or anything to the contrary set forth in the foregoing provisions of this AgreementSection 7.3(a), prior to the time, but not after, the Parent Stockholder Approval is obtained, Parent and its Representatives may, after complying with Section 7.3(e), (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Parent Acquisition Proposal after the date of this Agreement that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect of this Section 7.3 if Parent receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the Qualified such Person than those contained in the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that such information has previously been made available to the Company and its Subsidiaries may terminate, waive, amend the Special Committee or modify any provision of, or grant any permission or request under, any standstill agreement relating is made available to the submission of Company and the Special Committee prior to or promptly after the time such information is made available to such Person; and (B) engage or otherwise participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Parent Acquisition Proposal Proposal, if and only to the Company extent that, (I) prior to taking any action described in clause (A) or (B) directly above, the Parent Board determines in good faith, faith after consultation with its outside counsel, legal counsel that failure to do so take such action would be inconsistent with the directors’ fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide Law and (II) in each such case referred to in clause (A) or (B) directly above, the Parent any non-public Board has determined in good faith based on the information concerning the Company then available and after consultation with its outside legal counsel and financial advisor that such Parent Acquisition Proposal either constitutes a Parent Superior Proposal or its Subsidiaries provided or made available pursuant could reasonably be expected to this Section 6.1(a) which was not previously provided or made available to the Parentresult in a Parent Superior Proposal.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the each of Private Company, Public Company nor any of its and their respective Subsidiaries shallshall not, and the each of Private Company and Public Company shall not authorize or permit use commercially reasonable efforts to cause its directors, officers, members, employees, investment bankersagents, attorneys, accountants and other advisors or representatives (such directorsconsultants, officers, employees, investment bankers, attorneyscontractors, accountants, other financial advisors and representatives, collectively, other authorized representatives (“Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly encourage seek or initiate or knowingly take any action to facilitate or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations withregarding any Acquisition Proposal, or furnish to any Person any non-public information to, or afford any Person (other than the Parent Public Company or its RepresentativesPrivate Company, as applicable, access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) relating to in connection with any Acquisition Proposal; provided, however, that nothing in this Section 6.1 shall prevent a party or its Representatives from referring a Person to this Section 6.1; (iii) take any action to make the provisions of any takeover statute inapplicable to any transaction contemplated by an Acquisition Proposal; or (iv) publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response prior to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1the Specified Time, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Public Company may (A) furnish non-public information with respect to the Company itself and its Subsidiaries to any Qualified Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) ), pursuant to a confidentiality agreement not materially less restrictive in any material respect with respect to the confidentiality obligations of the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any Acquisition Proposal or (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any capital stock of such Acquisition Proposalparty with any Qualified Person. The Company agrees It is understood and agreed that any material violations violation of the restrictions set forth in this Section 6.1 (or action that, if taken by Public Company or Private Company, as applicable, would constitute such a violation) by any Representative of its Representatives Public Company or Private Company shall be deemed to be a material breach of this Agreement (including this Section 6.1) 6.1 by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Public Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the ParentPrivate Company, as applicable.

No Solicitation or Negotiation. Except as set forth in expressly permitted by this Section 6.15.5, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shallshall not, and the Company shall not authorize or permit any of its directorsSubsidiaries, officers, employees, investment bankers, attorneys, accountants and other advisors Affiliates or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) any of its or their Representatives to, directly or indirectly: , (ia) knowingly solicit, initiate, knowingly encourage (including by way of furnishing nonpublic information), accept, approve or knowingly facilitate any inquiries proposals or the making of offers from any proposal or offer that constitutes, or would reasonably be expected third parties with respect to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person transaction (other than the Parent or its RepresentativesTransactions) relating to involving any Acquisition Proposal. Notwithstanding the foregoing , (b) enter into or anything to the contrary set forth knowingly participate in this Agreementany negotiations, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance discussions or agreements with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information any third parties with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal, (c) respond in any way to an unsolicited Acquisition Proposal (other than to respond that the Company Board determines in good faith (after consultation with outside counsel is under an exclusivity obligation and its financial advisors) isnot able to respond substantively), or is reasonably likely to lead to(d) approve any transaction under, a Superior Proposal (such Personor any third party becoming an “interested stockholder” under, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to Section 203 of the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition ProposalDGCL. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries toto cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use commercially its reasonable best efforts to enforce the provisions of cause any such agreement; provided, however, that the Company and third party (or its Subsidiaries may terminate, waive, amend agents or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission advisors) in possession of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries provided to return or made available pursuant to this Section 6.1(adestroy (and confirm destruction of) which was not previously provided all such information. The Company shall promptly advise Buyer orally and in writing of any communication received by the Company, any of its Affiliates or made available to the Parentany of its or their Representatives from a third party regarding an Acquisition Proposal.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries nor any officer or director of it or any of its Subsidiaries shall, and the Company that it shall not authorize or permit use its directors, officers, best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankersfinancial advisors, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, financial advisors attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly solicit or encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below); or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person Acquisition Proposal; or (other than the Parent iii) otherwise knowingly facilitate any effort or its Representatives) relating attempt to any make an Acquisition Proposal. Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c)contrary, prior to the Acceptance Timetime that, but not after, the Company Requisite Vote is obtained, the Company may (A) furnish non-public provide information with respect in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of more than 50% of the total voting power of the Company’s outstanding equity securities if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not more favorable to such other Person than those contained in the Confidentiality Agreement (as defined in Section 9.7); and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the Company and its Subsidiaries extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal of the type described above; or (and the Representatives of C) after having complied with Section 6.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such Person) making an Acquisition Proposal that Proposal, if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company Board determines in good faith (after consultation with its outside counsel legal counsel) that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law; (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and (after consultation with its financial advisorsadvisor and outside legal counsel) is, that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to lead to, result in a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, Proposal; and (Bz) engage in discussions or negotiations the case referred to in clause (including solicitation C) above, the board of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations directors of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, faith (after consultation with its financial advisor and outside legal counsel, ) that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentsuch Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. Except as set forth in this Section 6.1(a) The Company agrees that, until during the period commencing on the date hereof and ending upon the Closing or the earlier termination of this Agreement in accordance with the terms hereof (the “Specified TimeNo Solicit Period”), neither the Company it nor any Subsidiary nor any of its Subsidiaries shallthe directors, officers or employees of it or any Subsidiary will, and that it will cause its and the Company shall not authorize or permit its directorsSubsidiaries’ agents, officers, employees, investment bankers, attorneys, accountants advisors and other advisors or representatives (such directorsincluding, officerswithout limitation, employeesany investment banker, investment bankersattorney or accountant retained by it or any Subsidiary), attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: , (i) solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), knowingly encourage or knowingly facilitate take any other action to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) that constitutes, or would may reasonably be expected to lead to, any Acquisition Proposal; or Transaction (as defined below), or (ii) enter into, into or maintain or continue or otherwise participate in any discussions or negotiations withwith any person or entity in furtherance of such inquiries or to obtain a proposal or offer for an Acquisition Transaction, or furnish any non-public information (iii) agree to, approve, endorse or recommend any Person (other than the Parent Acquisition Transaction or its Representatives) enter into any letter of intent or contract, agreement or commitment contemplating or otherwise relating to any Acquisition ProposalTransaction, or (iv) authorize or permit any of the officers, directors or employees of the Company or any of the Subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of the Subsidiaries, to take any such action. Notwithstanding During the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance TimeNo Solicit Period, the Company may shall notify the Investor as promptly as practicable (Aand in any event within one (1) furnish non-public information day after any Company Representative is aware or knows thereof), orally and in writing (the “Acquisition Notice”), if any proposal or offer, or any inquiry or contact with any Person with respect thereto, regarding an Acquisition Transaction is made, specifying the material terms and conditions thereof and the identity of the Person making such proposal or offer or inquiry or contact (including material amendments or proposed material amendments). The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition ProposalTransaction. The Company agrees that shall not release any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall notPerson from, and shall cause its Subsidiaries not to, terminate, waive, amend or modify waive any provision of, any confidentiality or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except as set forth in From and after the date of this Section 6.1, Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shallSection 8.1, and except as otherwise specifically provided for in this Section 5.2, the Company shall not authorize or permit not, and shall cause the Company Subsidiary and its directors, and their respective officers, employeesdirectors and employees not to, investment bankers, attorneys, accountants and shall use its reasonable best efforts to cause its and their respective other advisors or representatives Representatives on behalf of the Company (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”including directing them) not to, directly or indirectly: (i) solicit, initiate, or knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries inquiry regarding, or the making submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition a Competing Proposal; or; (ii) enter into, continue engage or otherwise participate in any discussions or negotiations withregarding, or furnish to any Person any non-public information toor data with respect to any Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Competing Proposal; or (iii) take any action to exempt any Person (other than Parent and the Parent Subsidiaries) from the restrictions on “business combinations” or any similar provision contained in any applicable Takeover Statute or the Company Governing Documents The Company shall, shall cause the Company Subsidiary and its and their respective officers, directors and employees to, and shall use commercially reasonable efforts to cause (including by directing them) its and their respective other Representatives to, immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to any Competing Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Competing Proposal, and promptly instruct or otherwise request (in each case, to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement), any Person that has executed a confidentiality or non-disclosure agreement in connection with any such Competing Proposal or potential Competing Proposal to return or destroy all such non-public information or documents or material incorporating confidential information in the possession of such Person or its Representatives) relating to any Acquisition ProposalRepresentatives in accordance with the terms of such confidentiality or non-disclosure agreement. Notwithstanding the foregoing or anything to the contrary set forth contained in this Agreement, the Company and the Company Subsidiary and its and their respective Representatives may in response to a bona fide fide, written Acquisition Competing Proposal (or any written indication by any Person that did not result from it may be considering making a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may Competing Proposal) (A) furnish non-public information with respect seek to clarify and understand the Company terms and its Subsidiaries conditions of any such Competing Proposal (or indication or amended proposal) solely to any Person (and the Representatives of determine whether such Person) making an Acquisition Competing Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is indication constitutes or would reasonably likely be expected to lead to, to a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified inform a Person (and the Representatives of such Qualified Person) regarding that has made any such Acquisition Proposal. The Company agrees that any material violations Competing Proposal of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; providedthis Section 5.2, howeverin each case, that so long as the Company, the Company Subsidiary and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation such Representatives otherwise comply with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent5.2 in connection therewith.

No Solicitation or Negotiation. Except Sellers and each Majority Shareholder, severally and not jointly, agree as set forth in this Section 6.1, follows: (a) Unless and until the termination of such time as this Agreement is otherwise terminated in accordance with the terms hereof (the “Specified Time”)Section 7.1, neither the Company nor any of its Subsidiaries each Seller and each Majority Shareholder shall, and shall cause its Representatives, to, immediately cease any activities, discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal and request the Company return or destruction of all confidential information regarding Sellers provided to any such persons on or prior to the Signing Date pursuant to the terms of any confidentiality agreements or otherwise. Each Seller and each Majority Shareholder shall not, and shall cause its respective Representatives, not authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: , (i) solicit, initiateparticipate in, knowingly initiate or encourage (including by way of furnishing information), or knowingly take any other action designed or reasonably likely to facilitate or encourage, any inquiries or the making of any proposal or offer that constitutes, or would may reasonably be expected to lead to, any Acquisition Proposal; or Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representativesincluding by way of furnishing information) relating to regarding any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that if, at any time before the Company and its Subsidiaries may terminatedate on which the definitive Information Statement is filed with the SEC (or, waiveif earlier, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating mailed to the submission Company’s shareholders), Company’s Board of any unsolicited Acquisition Proposal if the Company Board Directors determines in good faith, after consultation with outside counsel and a financial advisor of nationally recognized reputation, that such action is, or is reasonably likely to be, necessary in order to comply with its fiduciary duties under Law and that such Acquisition Proposal is reasonably likely to lead to a superior proposal for the common shareholders of Company as compared to the transactions contemplated by this Agreement, and if done for the sole purpose of increasing sums available for distribution to Common stockholders of Interpharm Holdings, Inc., then, in such case, Company may, in response to an Acquisition Proposal not solicited after April 11, 2008 and which is submitted in writing by such Person to the Board of Directors of Company after April 11, 2008 and subject to compliance with this Section 5.6 (and provided thatCompany has complied in all respects with its obligations under this Section 5.6) (x) furnish information with respect to Company and its Subsidiaries (other than the terms of this Agreement, or that certain letter of intent dated April 11, 2008 between Company and Amneal Pharmaceuticals, LLC, or any discussions or negotiations regarding any of the foregoing) to the Person making such Acquisition Proposal (or its designated representatives) pursuant to a confidentiality and standstill agreement, provided that any such information has been or contemporaneously is provided to representatives of Buyer, and (y) participate in discussions or negotiations regarding such Acquisition Proposal. (b) Except as set forth in Section 5.6(c), the Board of Directors of Company shall not (i) withdraw or modify, or propose to withdraw or modify, its approval and recommendation of this Agreement and the transactions contemplated hereby (the “Recommendation”), (ii) approve or recommend or take no position with respect to, or propose to approve or recommend or take no position with respect to, any Acquisition Proposal or (iii) cause Company to enter into any agreement related to any Acquisition Proposal (other than a confidentiality and standstill agreement with respect to an Acquisition Proposal as contemplated by Section 5.6(a)). (c) If, before the date on which the definitive Information Statement is filed with the SEC (or, if earlier, mailed to Company’s shareholders), Company’s Board of Directors determines in good faith, after consultation with outside counsel and a financial advisor of nationally recognized reputation, that such action is necessary in order to comply with its fiduciary duties under Law and that such Acquisition Proposal is reasonably likely to lead to a superior proposal for the common shareholders of Company as compare to the transactions contemplated by this Agreement, and if done for the sole purpose of increasing sums available for distribution to common stockholders of Interpharm Holdings, Inc., and provided that Company has complied in all respects with its obligations under this Section 5.6 and has negotiated in good faith with Buyer with respect to any amendment or modification to this Agreement proposed by Buyer, then, in such case Company’s Board of Directors may (i) withdraw or modify its Recommendation or (ii) subject to the provisions of Section 7.2(b)(iii) hereof, cause Company to terminate this Agreement; but in either case (x) only at a time that is after the fifth business day following the receipt by Buyer of written notice advising Buyer that Company has received a definitive Acquisition Proposal and containing the information about such Acquisition Proposal specified by Section 5.6(d) and (y) only if simultaneously with taking such action it also executes a definitive written agreement to implement such Acquisition Proposal. For purposes of this Section 5.6(c), “50%” shall be substituted for “20%” in the definition of the term “Acquisition Proposal.” (d) Company shall immediately (but in no event later than one Business Day after receipt thereof) advise Buyer orally and in writing (by facsimile and email) of any request for information or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal and the identity of the Person making such request or Acquisition Proposal. Company will immediately inform Buyer of any material developments in any discussions or negotiations with respect to, and any material change in the terms (including amendments or proposed amendments) of, any such request or Acquisition Proposal, with the intent and desire of enabling Buyer to make a matching offer so that the transactions contemplated hereby may be effected, and if such matching offer is so made by Buyer, Company shall accept Buyer’s matching offer and reject such other Acquisition Proposal. Company will promptly provide Buyer with any agreements entered into by Company with respect to any such request or Acquisition Proposal. (e) Nothing contained in this Section 5.6 shall prohibit Company from taking and disclosing to its shareholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or from making any disclosure to Company’s shareholders if, in the good faith judgment of its Board of Directors, after consultation with outside counsel, that failure so to do so disclose would be inconsistent with the fiduciary duties Law; provided, however, that neither Company nor its Board of the Company Board Directors shall, except as specifically permitted by Section 5.6(c), withdraw or modify, or propose to the stockholders of the Company under applicable Law. The Company will promptly provide withdraw or modify, its Recommendation or approve or recommend, or propose to the Parent any non-public information concerning the Company approve or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentrecommend, an Acquisition Proposal.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not permit or authorize or permit its directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiateinitiate or knowingly encourage, knowingly encourage or take any action to knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal, including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any person any non-public information with respect to, assist or participate in any Person (other than the Parent effort or its Representatives) relating to attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to receipt of the Company Stockholder Approval, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior the Company may, to the Acceptance Time, extent the failure to do so would be inconsistent with the fiduciary obligations of the Company may Board, as determined in good faith after consultation with outside counsel, (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person person (and the Representatives of such Personperson) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, to a Superior Proposal (such Person, a “Qualified PersonBidder”) ), pursuant to a customary confidentiality agreement not materially less restrictive in any material respect with respect to of the Qualified Person other party than the Confidentiality AgreementAgreement (but which need not have standstill provisions), and (B) engage in discussions or negotiations with a Qualified Bidder and its Representatives regarding any such Acquisition Proposal (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent).

No Solicitation or Negotiation. Except as set forth in Subject to the terms of Section 5.3(b), from the date of this Section 6.1, Agreement until the earlier to occur of the termination of this Agreement in accordance with pursuant to Article VIII and the terms hereof (the “Specified Effective Time”), neither the Company nor will cease and cause to be terminated any of discussions or negotiations with any Person and its Subsidiaries shallAffiliates, and the Company shall not authorize or permit its directors, officers, employees, investment bankersconsultants, attorneysagents, accountants representatives and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of prohibited by this Section 6.1, and subject to compliance with Section 6.1(c5.3(a), prior to request the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives prompt return or destruction of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any all non-public information concerning the Company or its Subsidiaries provided theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the three month period immediately preceding the date of this Agreement and will (A) cease providing any further information with respect to the Company or made available any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their respective Representatives to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 6.1(a5.3); (iv) which was approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not previously provided be required to enforce, and will be permitted to waive, any provision of any standstill or made available confidentiality agreement solely to the Parentextent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof).

No Solicitation or Negotiation. Except as set forth in expressly permitted by this Section 6.15.8, from the date hereof until the earlier to occur of the valid termination of this Agreement in accordance with pursuant to Article VIII and the terms hereof (the “Specified Time”)Closing, neither the Company nor any of its Subsidiaries shall, Seller and the Company shall not authorize or permit will, and will cause their Affiliates, Subsidiaries and its and their respective officers and directors, officersand will instruct and use reasonable best efforts to cause each of its and their other Representatives, employeesto cease and cause to be terminated any discussions or negotiations with any Third Party and its Representatives relating to any Acquisition Proposal or Acquisition Transaction that are not expressly permitted by Section 5.8(b), investment bankerspromptly (and in any event, attorneyswithin five (5) Business Days following the date hereof) request the prompt return or destruction of all non-public information concerning Seller, accountants the Company or the Business theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the twenty-four (24) month period immediately prior to the date of this Agreement and will (i) cease providing any further information with respect to Seller, the Company, the Business or any Acquisition Proposal to any such Third Party or its Representatives; and (ii) immediately terminate all access granted to any such Third Party and its Representatives to any physical or electronic data room (or any other advisors or representatives (such directorsdiligence access). Except as expressly permitted by Section 5.8(b), officersfrom the date hereof until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Closing, employeesSeller and the Company will not, investment bankersand will cause their Subsidiaries and its and their directors and officers not to, attorneys, accountants, and will instruct and use reasonable best efforts to cause their other advisors and representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, knowingly encourage propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or the making of any proposal Inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, any an Acquisition Proposal; or (ii) furnish to any Third Party any non-public information relating to the Seller, the Company or their Subsidiaries or the Business or afford to any Third Party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Seller, the Company, their Subsidiaries or the Business, in any such case with the intent to induce, or that could reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist any Inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into, engage in, knowingly encourage, continue or otherwise participate in any discussions discussions, communications or negotiations with, or furnish with any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information Third Party with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal Inquiry or offer or proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) isconstitutes, or is would reasonably likely be expected to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such an Acquisition Proposal. The Company agrees that any material violations , other than solely informing such Third Party of the restrictions set forth existence of the provisions contained in this Section 6.1 by 5.8 (without knowingly conveying, requesting or attempting to gather any other information except as otherwise permitted hereunder); (iv) approve, endorse or recommend any offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of its Representatives shall be deemed intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to be a material breach of this an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such letter of intent, agreement in principle, memorandum of understanding, merger agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend acquisition agreement or modify any provision of, or grant any permission or request under, any standstill agreement other contract relating to the submission of any unsolicited an Acquisition Proposal if the Company Board determines in good faithTransaction (other than an Acceptable Confidentiality Agreement), after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentan “Alternative Acquisition Agreement”).

No Solicitation or Negotiation. Except as set forth in Subject to the terms of Section 5.3(b), from the date of this Section 6.1, Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will cease and cause to be terminated any discussions or negotiations with and terminate any data room access (or other diligence access) of any Person and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors (collectively, “Representatives”) relating to any Acquisition Transaction. Promptly following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company to promptly return or destroy all non-public information furnished to such Person by or on behalf of the Company or any of its Subsidiaries prior to the date of this Agreement in accordance with the terms hereof (of such confidentiality agreement. Subject to the “Specified Time”terms of Section 5.3(b) and Section 5.3(d), neither from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company nor any of and its Subsidiaries shalland their respective directors, executive and other officers will not, and the Company shall will not authorize or permit direct any of its directors, officers, or its Subsidiaries’ employees, investment bankers, attorneys, accountants and consultants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives to, directly or indirectly: , (i) solicit, initiate, knowingly encourage propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any to an Acquisition Proposal; or (iiiii) enter into, continue participate or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such with respect to an Acquisition Proposal. The Company agrees that , or with respect to any material violations inquiries from third Persons relating to making a potential Acquisition Proposal (other than solely to inform such Persons of the restrictions set forth provisions contained in this Section 6.1 by 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, expense reimbursement agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of its Representatives shall be deemed to be a material breach the foregoing. From the date of this Agreement (including until the earlier to occur of the termination of this Section 6.1) by Agreement pursuant to Article VIII and the Company. The Effective Time, the Company (x) shall notwill not be required to enforce, and shall cause its Subsidiaries not to, terminate, will be permitted to waive, amend or modify any provision of, or grant permission or request under, of any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes the extent necessary to permit a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts confidential proposal being made to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent (or any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentcommittee thereof).

No Solicitation or Negotiation. Except as set forth in this Section 6.1, (a) Unless and until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)is terminated, neither the Company nor any of shall not, and shall use its Subsidiaries shallbest efforts to cause its Affiliates, and the Company shall not authorize or permit its directors, officers, employees, investment bankersrepresentatives, attorneysagents, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneysadvisors, accountants, other advisors shareholders and representativesattorneys of each of them, collectivelynot to (i) encourage, “Representatives”) toinitiate or solicit, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constituteswith respect to, or would reasonably be expected engage in negotiations concerning, or provide any confidential information or data to lead any Person with respect to, or have any discussions with any Person relating to, any Acquisition Proposal; or merger, acquisition, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution, sale of all or any significant portion of assets, sale of shares of capital stock (including without limitation by way of tender offer or exchange offer) or similar transactions involving the Company or any Subsidiary other than the transactions contemplated hereby (any of the foregoing inquiries or proposals being referred to herein as an "ACQUISITION PROPOSAL"), or otherwise facilitate any effort or attempt to do or seek to do any of the foregoing and shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, (ii) enter into, continue engage in negotiations or otherwise participate in any discussions or negotiations withconcerning, or furnish provide any non-public nonpublic information or assistance to any person in connection with any Acquisition Proposal, or (iii) agree to, any Person (other than the Parent approve or its Representatives) relating to recommend any Acquisition Proposal. Notwithstanding Nothing contained in this Section 7.17 shall prevent the foregoing or anything Board of Directors of the Company from considering, negotiating, discussing, approving and recommending to the contrary set forth in this Agreement, in response to shareholders of the Company a bona fide written Acquisition Proposal that did not result from a material breach solicited in violation of this Section 6.17.17, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal provided that the Board of Directors of the -------- Company Board determines in good faith (after consultation with and based upon the advice of outside counsel counsel) that it is required to do so in order to discharge properly its fiduciary duties to the Company's shareholders; and its financial advisorsprovided, -------- further, that the Company shall keep Parent informed, on a reasonably current ------- basis, as to the status and details of any such consideration, negotiations or discussions, including but not limited to, prompt delivery to Parent of any written inquiries, proposals, agreements or Acquisition Proposals. (b) isThe Company shall immediately notify Parent after receipt of any Acquisition Proposal or any modification of or amendment to any Acquisition Proposal, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect request for nonpublic information relating to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any Subsidiary by any person or entity that informs the Board of Directors of the Company or such Subsidiary that it is considering making, or becomes has made, an Acquisition Proposal. Such notice to Parent shall be made orally and in writing, shall indicate whether the Company is providing or intends to provide the person making the Acquisition Proposal with access to information concerning the Company as provided in Section 7.17(c) and, if reasonably practicable, shall be made prior to furnishing any such information to, or entering into negotiations or discussions with, such person. (c) If the Board of Directors of the Company receives a partyrequest for material nonpublic information by a person who makes, or indicates that it is considering making, a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of outside counsel that is required to cause the Company to act as provided in this Section 7.17(c) in order to discharge properly the directors' fiduciary duties to the Company's shareholders, then, provided that such person has executed a confidentiality -------- agreement containing customary standstill, no solicitation and confidentiality provisions, the Company may provide such person with access to information regarding the Company. (yd) shall, The Company shall immediately cease and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce be terminated any existing discussions or negotiations with any persons (other than Parent) conducted heretofore with respect to any of the foregoing. The Company agrees not to release any third party from the confidentiality provisions of any such agreement; providedconfidentiality agreement to which the Company is a party. (e) The Company shall ensure that the officers, however, that directors and employees of the Company and its Subsidiaries may terminateand any investment banker or other advisor or representative retained by the Company are aware of the restrictions described in this Section 7.17. (f) The Company shall not accept any Acquisition Proposal unless, waiveat least five days prior to such acceptance, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating the Company shall have delivered to the submission Acquisition Sub written notice of such Acquisition Proposal together with a copy of any unsolicited and all agreements to be entered into in connection with such Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable LawProposal. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.7.18

No Solicitation or Negotiation. Except The Company shall immediately cease and shall cause each of its Subsidiaries and its and their respective Representatives to immediately cease, (x) any solicitations, discussions, communications or negotiations with any Person (other than Investor and its Representatives) in connection with any Acquisition Transaction Proposal by such Person, in each case that exists as set forth in of the date of this Section 6.1Agreement, until and (y) terminate all access of any Person (other than Investor and its Representatives) to any electronic data room maintained by the Company with respect to any Acquisition Transaction Proposal, and, between the date hereof and the earlier of the Closing and the valid termination of this Agreement in accordance with the terms hereof (the “Specified Time”)Agreement, neither the Company nor any of and its Subsidiaries shallshall not, and the Company shall not authorize or permit its directorsany of their respective Representatives to, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (shall direct such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: , (i) continue any solicitation, encouragement, discussions or negotiations with any Persons with respect to an Acquisition Transaction Proposal; or (ii) directly or indirectly: (A) solicit, initiate, knowingly encourage propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries regarding, or the making of any proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Transaction Proposal; (B) furnish to any Person (other than Investor and its Representatives) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case, that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Transaction Proposal or any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any to an Acquisition Transaction Proposal; or (iiC) enter into, continue participate or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person with respect to an Acquisition Transaction Proposal (and the Representatives of or inquiries, proposals or offers or other efforts that could reasonably be expected to lead to an Acquisition Transaction Proposal), in each case other than informing such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations Persons of the restrictions set forth existence of the provisions contained in this Section 6.1 by 5.13; (D) approve, endorse or recommend an Acquisition Transaction Proposal; (E) approve, endorse or recommend, execute or enter into any letter of its Representatives shall intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction or any proposal or offer that could reasonably be deemed expected to be a material breach lead to an Acquisition Transaction Proposal, (any such letter of this Agreement intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Transaction Agreement”); (including this Section 6.1F) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify grant any provision of, waiver or grant permission or request under, release under any standstill or confidentiality similar agreement with respect to which it any class of equity securities of the Company; or (G) resolve or agree to do any of its Subsidiaries is the foregoing or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts otherwise authorize or permit any of their Representatives to enforce the provisions of take any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentaction.

No Solicitation or Negotiation. Except as set forth in Subject to the terms of this Section 6.16.2, the Company agrees that from the date hereof until the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective employees, officers and directors to, and will instruct and use its reasonable best efforts to cause each of its and their respective other Representatives to, (x) cease and cause to be terminated any discussions or negotiations with any Person or Group that would be prohibited by this Section 6.2(a) and cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or Group or its or their Representatives; (y) terminate all access granted to any such Person or Group and its or their Representatives to any physical or electronic data room (or any other diligence access); and (z) promptly following the execution of this Agreement (and in accordance any event within two (2) Business Days hereof) request in writing the prompt return or destruction of all non-public information concerning the Company and its Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the terms hereof (five-month period immediately preceding the “Specified date hereof). From and after the execution of this Agreement until the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time”), the Company agrees that, except as expressly permitted by this Section 6.2, neither the Company it nor any of its Subsidiaries nor any of the employees (including any officers) and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit instruct and use its directors, officers, employees, reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit, initiate, propose or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or provide any nonpublic information or data to any Person or Group relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 6.2 prohibit such discussions); (iii) furnish to any Person (other than Parent or any of its Affiliates) any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts afford to enforce the provisions of any such agreement; providedPerson access to the business, howeverproperties, that assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries may terminateSubsidiaries, waivein any such case with the intent to induce, amend or modify any provision that could reasonably be expected to result in, the making, submission or announcement of, an Acquisition Proposal; (iv) approve, endorse or grant recommend any permission proposal that constitutes or request underwould reasonably be expected to lead to, any standstill agreement relating to the submission of any unsolicited an Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure Proposal; or (v) resolve or agree to do so would be inconsistent with the fiduciary duties any of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentforegoing.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)7.2, neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit instruct and shall use its directors, officers, best efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors advisors, agents or representatives (such directors, officers, employees, investment bankers, attorneys, accountantsaccountants and other advisors, other advisors and agents, or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, knowingly facilitate, solicit or encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or make available any non-public information or data to any Person relating to the Company or any of its Subsidiaries relating to, or that would reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information to, any except to notify such Person (other than of the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach existence of this Section 6.1, and subject 7.2. Notwithstanding anything in the foregoing to compliance with Section 6.1(c)the contrary, prior to the Acceptance Timedate on which the Company Requisite Vote is obtained, the Company may (A) furnish non-public provide information with respect in response to a request therefor by a Person who has made a written Acquisition Proposal providing for the acquisition of more than 50% of the assets (on a consolidated basis), or total voting power of the equity securities of the Company if, and only if, (i) the Company receives from the Person so requesting such information, an executed confidentiality agreement on terms not less restrictive to the other party in any material respect than those contained in the Confidentiality Agreement (as defined in Section 10.7) (it being understood that such confidentiality agreement need not contain any “standstill” provision or otherwise prohibit the making, or amendment, of an Acquisition Proposal, but it may not restrict the Company from complying with this Section 7.2(a)) and its Subsidiaries (ii) the Company promptly (and in any event within thirty-six (36) hours of providing such information) discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage in any discussions or negotiations with any Person who has made such an Acquisition Proposal, subject to the conditions contained in clause (A)(i)-(ii) above; or (C) ascertain facts from the party making such Acquisition Proposal for the purpose of informing the Company Board about the Acquisition Proposal and the Representatives of party making such PersonAcquisition Proposal, in each such case referred to in clause (A) making an Acquisition Proposal that or (B) above, if and only if the Company Board determines in good faith (after consultation with its outside legal counsel and its financial advisors) is, or is reasonably likely to lead to, advisor that such Acquisition Proposal either constitutes a Superior Proposal (such Person, a “Qualified Person”as defined below) pursuant or could reasonably be expected to lead to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, Superior Proposal and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to do so take such action would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company Company’s directors under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except (i) The Company agrees that, except as set forth in permitted by this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”)6.2, neither the Company it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and the Company that it shall not authorize or permit instruct and use its commercially reasonable best efforts to cause its and its Subsidiaries’ officers, directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representativesPersons, collectively, “Representatives”) not to, directly or indirectly: : (iA) solicit, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or (iiB) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish provide any non-public information or data to any Person relating to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. ; or (C) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. (ii) Notwithstanding anything in the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c)contrary, prior to the Acceptance Timetime, but not after, the Company Shareholder Approval is obtained, the Company may (A) furnish provide non-public and other information with respect in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms that, if taken as a whole, are not materially less restrictive to the Company other party than those contained in the Confidentiality Agreement and its Subsidiaries promptly discloses (and, if applicable, provides copies of) any such information to Buyer to the extent not previously provided to Buyer, or (B) engage or otherwise participate in any Person discussions or negotiations regarding such an unsolicited bona fide written Acquisition Proposal, if and only to the extent that, prior to taking any action described in clauses (and the Representatives A) or (B) of such Person) making an Acquisition Proposal that this Section 6.2(a)(ii), the Company Board determines in good faith that based on the information then available (x) after consultation with outside counsel and its financial advisors) isadvisor and outside legal counsel, or is reasonably likely to lead to, such Acquisition Proposal constitutes a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with its outside legal counsel, that tax advisors and other outside advisors it deems relevant, a failure to do so take such action, in light of the Acquisition Proposal and the terms of this Agreement, would be inconsistent with a breach of the directors’ fiduciary duties of the Company Board to the stockholders of the Company under applicable Applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parent.

No Solicitation or Negotiation. Except From and after the date of this Agreement until the Effective Time or the termination of this Agreement pursuant to Article VIII hereof, and except as set forth in this Section 6.1, until the termination SkillSoft and SmartForce shall not, nor shall either of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not them authorize or permit its any of their respective Subsidiaries or any of their or their Subsidiaries' respective directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “"Representatives”") to, to directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined in Section 6.1(f)), including without limitation (A) approving any transaction under Section 203 of the DGCL or any applicable provision of Irish law, (B) approving any person becoming an "interested stockholder" under Section 203 of the DGCL and (C) amending or granting any waiver or release under any standstill or similar agreement with respect to any SkillSoft Common Stock or SmartForce Ordinary Shares or SmartForce ADSs, respectively; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing foregoing, prior to (1) in the case of SkillSoft, the adoption of this Agreement at the SkillSoft Meeting or, (2) in the case of SmartForce, the approval of the SmartForce Voting Proposal at the SmartForce Meeting (in each case, the "Specified Time"), SkillSoft or anything SmartForce may, to the contrary set forth extent required by their respective fiduciary obligations, as determined in this Agreementgood faith by the SkillSoft Board or the SmartForce Board, as the case may be, after consultation with outside counsel, in response to a bona fide written Acquisition Superior Proposal (as defined in Section 6.1(f)) that did not result from a material breach by SkillSoft or SmartForce, as the case may be, of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (Ax) furnish non-public information with respect to SkillSoft or SmartForce, as the Company case may be, to the person making such Superior Proposal and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a customary confidentiality agreement not less restrictive in any material respect with respect to of the Qualified Person other party than the Confidentiality Agreement, Agreement and (By) engage participate in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (such person and the its Representatives of such Qualified Person) regarding any such Acquisition Superior Proposal. The Company agrees Without limiting the foregoing, it is agreed that any material violations violation of the restrictions set forth in this Section 6.1 6.1(a) by any Representative of its Representatives SkillSoft or SmartForce, as the case may be, or any of their Subsidiaries, whether or not such person is purporting to act on behalf of SkillSoft or SmartForce, as the case may be, or otherwise, shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided by SkillSoft or made available to SmartForce, as the Parentcase may be.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, Merger Partner and the Public Company shall not not, nor shall either of them authorize or permit its any of their or their Subsidiaries’ respective Subsidiaries or any of their or their Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, to directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly take any other action designed to facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal, including without limitation (A) approving any transaction under Section 203 of the DGCL, (B) approving any person becoming an “interested stockholder” under Section 203 of the DGCL and (C) amending or granting any waiver or release under any standstill or similar agreement with respect to any Merger Partner Common Stock or Public Company Common Stock, respectively; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, or furnish any non-public information to, any Person (other than the Parent or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything foregoing, if at any time prior to the contrary set forth approval of the issuance of the shares of Public Company Common Stock in this Agreement, in response to the Merger at the Public Company Meeting (the “Specified Time”) Public Company receives a bona fide written Acquisition Proposal from any person or group of persons that did not result from a material breach by Public Company of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect Public Company may contact such person or group of persons to clarify the Company terms and its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, conditions thereof and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and if the Representatives of such Qualified Person) regarding any such Acquisition Proposal. The Public Company agrees that any material violations of the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision ofBoard, or grant permission or request underany committee thereof, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsellegal counsel and a nationally recognized financial advisor, that failure such Acquisition Proposal constitutes or could reasonably be expected to do so would be inconsistent lead to a Superior Proposal, then Public Company and its Representatives may, subject to compliance with Section 6.1(c), (x) furnish information with respect to Public Company to the fiduciary duties person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the Company Board to other party than the stockholders Confidentiality Agreement and (y) participate in discussions or negotiations with such person and its Representatives regarding any Superior Proposal. Without limiting the foregoing, it is agreed that any violation of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to restrictions set forth in this Section 6.1(a) which was or the taking of any actions inconsistent with the restrictions set forth in this Section 6.1(a) by any Representative of Public Company or any of its Subsidiaries, whether or not previously provided such person is purporting to act on behalf of Public Company or made available otherwise, shall be deemed to the Parentbe a breach of this Section 6.1(a) by Public Company.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries i) No Stockholder shall, and the Company nor shall not it authorize or permit any of his or its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives to, directly or indirectly: , except as expressly permitted by Section 6.2 of the Merger Agreement, (iA) initiate, solicit, initiateknowingly encourage, knowingly encourage induce or knowingly facilitate assist any inquiries or the making making, submission, announcement or consummation of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal; or , (iiB) enter intoengage in, continue or otherwise participate in any discussions or negotiations withregarding, or provide or furnish any non-public information to, or data relating to the Company or any Person of its Subsidiaries (other than to notify a Person of the Parent provisions of Section 6.2 of the Merger Agreement), or its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything afford access to the contrary set forth in this Agreementbusiness, in response to a bona fide written Acquisition Proposal that did not result from a material breach properties, assets, books, records or personnel of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and or any of its Subsidiaries to any Person (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) isother than Parent, Purchaser, or is any of their respective Affiliates, designees or Representatives) that could reasonably likely be expected to initiate, solicit, encourage, induce or assist the making, submission or commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Superior any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (such Person, a “Qualified Person”) pursuant to other than a confidentiality agreement not less restrictive in contemplated by Section 6.2 of the Merger Agreement) or (D) otherwise knowingly facilitate any material respect with respect effort or attempt to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such make an Acquisition Proposal. The Company agrees that Notwithstanding the foregoing, nothing herein shall limit or affect any material violations of actions taken by a Stockholder in compliance with the restrictions set forth in this Section 6.1 by any of its Representatives shall be deemed to be a material breach of this Agreement Merger Agreement. (including this Section 6.1ii) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) Each Stockholder shall, and shall cause its Subsidiaries Representatives to, use commercially reasonable efforts immediately cease and cause to enforce the provisions of be terminated all existing discussions or negotiations with any such agreement; provided, however, Person conducted heretofore with respect to any proposal that the Company and its Subsidiaries may terminate, waive, amend or modify any provision ofconstitutes, or grant any permission or request underis reasonably expected to lead to, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if and request the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties prompt return or destruction of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public all confidential information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the Parentfurnished.