Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees thatFrom and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VIII, except as expressly permitted by this Section 5.026.3, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallParent shall not, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officersofficers and employees not to, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as shall instruct its “Representatives”) Representatives not to, directly or indirectly: (i) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company a Parent Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating with any Person regarding any Parent Acquisition Proposal; (iii) provide any non-public information or data concerning Parent or any of its Subsidiaries to any Company Person in connection with any Parent Acquisition Proposal Proposal; (iv) approve or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to to, a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Parent Acquisition Proposal. The Company Parent shall, and the Company Parent shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Parent Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Parent Acquisition Proposal. The Company will promptly inform ; provided that the Persons referred foregoing shall not restrict Parent from permitting a Person to orally request the waiver of a “standstill” or similar obligation or from granting such a waiver, in each case, to the preceding sentence extent Parent’s board of directors determines in good faith, after consultation with outside legal counsel, that the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection failure to take such action would be inconsistent with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Persondirectors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees thatFrom and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VIII, except as expressly permitted by this Section 5.026.2, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallthe Company shall not, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ directors, officers and employees not to, and shall instruct its and their respective investment bankers, attorneys, accountants and other advisors, agents and advisors or representatives (a Person’s collectively, along with such directors, officers, officers and employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any a Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to with any Person regarding any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or; (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person in connection with any Company Acquisition Proposal Proposal; or (iv) approve or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make to, a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal, and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Company Acquisition Proposal. The Company will promptly inform shall take all actions necessary to enforce its rights under the Persons referred provisions of any “standstill” agreement between the Company and any Person (other than Parent), and shall not grant any waiver of, or agree to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making any amendment or modification to, any such agreement, to permit such person to submit a Company Acquisition Proposal to return or destroy (as Proposal; provided in that the terms of such confidentiality agreement) all confidential information concerning foregoing shall not restrict the Company from permitting a Person to orally request the waiver of a “standstill” or any similar obligation or from granting such a waiver, in each case, to the extent the Company’s board of its Subsidiaries and promptly terminate all physical and electronic data access previously granted directors determines in good faith, after consultation with outside legal counsel, that the failure to take such Personaction would reasonably be expected to constitute a breach of the directors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees thatFrom and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1, and except as expressly permitted by otherwise specifically provided for in this Section 5.025.3, neither it nor any the Company shall not, shall cause each of the Company Subsidiaries and its Subsidiaries nor any of its or its Subsidiaries’ and their respective officers, directors and employees shallnot to, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and their respective other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: (i) solicit, initiate, solicit, or knowingly encourage or otherwise 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 could reasonably be expected to lead to, any Company Acquisition a Competing Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating regarding, or furnish to any Company Acquisition Person any information or data with respect to, or knowingly cooperate in any way with any Person (whether or not such Person is making a Competing Proposal) with respect to any Competing Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Acquisition Competing Proposal; or (iii) provide take any information action to exempt any Person (other than Parent and the Parent Subsidiaries) from the restrictions on “business combinations” or data any similar provision contained in any applicable Takeover Statute or the Company Governing Documents. The Company shall, shall cause each of the Company Subsidiaries and its and their respective officers, directors and employees to, and shall use its reasonable best efforts to cause 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 Person in connection with any Company Acquisition Competing Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Competing Proposal, and promptly instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) or otherwise request, any Person that has executed a confidentiality or non-disclosure agreement in connection with any such Competing Proposal or potential Competing Proposal to return or destroy all such information or documents or material incorporating confidential information in the possession of such Person or its Representatives in accordance with the terms of such confidentiality or non-disclosure agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and its and their respective Representatives may in response to a bona fide, written Competing Proposal (A) seek to clarify and understand the terms and conditions of any such Competing Proposal (or amended proposal) solely to determine whether such Competing Proposal constitutes or would reasonably be expected to lead to a Company Acquisition Proposal; or Superior Proposal and (ivB) otherwise knowingly facilitate any effort or attempt to make inform a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement made any such Competing Proposal of the provisions of this Section 5.3, in each case, so long as the Company, the Company Subsidiaries and such Representatives otherwise comply with this Section 5.3 in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Persontherewith.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.026.2, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.026.2. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company an Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees thatStockholder shall not, except as expressly permitted by this Section 5.02, neither it nor and shall not authorize or permit any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not Representatives to, directly or indirectly: , (ia) solicit, initiate, solicitpropose or knowingly induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer with respect to, that constitutesconstitutes or could reasonably be expected to lead to, an Acquisition Proposal; (b) 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 personnel, of the Company or any of its Subsidiaries, in any such case with the intent to knowingly induce the making, submission or announcement of, or to knowingly encourage or knowingly facilitate, any proposal or offer with respect to, that constitutes or would reasonably be expected to lead to, any Company to an Acquisition Proposal; ; (iic) participate or engage or otherwise participate in any discussions or negotiations relating with any Person with respect to any Company an Acquisition Proposal (or any inquiryinquiries, proposal proposals or offer offers that would reasonably be expected to lead to a Company an Acquisition Proposal); (d) approve, endorse or recommend an Acquisition Proposal; or or (iiie) provide approve, recommend or enter into, or propose to approve, recommend to enter into, any information or data to any Person in connection with any Company Alternative Acquisition Proposal or any inquiryAgreement. Following the execution of this Agreement, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, the Stockholder shall immediately cease and the Company shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to, to immediately cease and cause to be terminated any discussions and discussions, communications or negotiations with any Person conducted heretofore (other than the Parties and their respective Representatives) in connection with respect to any Company an Acquisition Proposal, Proposal (or proposal proposals or offers that would could reasonably be expected to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons referred to ) by such Person, in the preceding sentence each case that exists as of the obligations undertaken date of this Agreement. Notwithstanding anything to the contrary in this Section 5.02. The Company will promptly request from each Person 7.1, the Stockholder may engage in such activities solely to the extent that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any is permitted to engage in such activities pursuant to Section 5.3(b) of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personthe Merger Agreement.

No Solicitation or Negotiation. The Company agrees thatDuring the Pre-Closing Period, except as expressly permitted by this Section 5.025.2, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallIris shall not, and it Iris shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ directors, officers and employees not to, and shall cause its and their respective investment bankers, attorneys, accountants and other advisors, agents and or representatives (a Person’s collectively, along with such directors, officers, officers and employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicitinduce, knowingly encourage or otherwise knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL), any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company an Iris Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any Company way with any Person regarding any Iris Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company an Iris Acquisition Proposal; or; (iii) provide any non-public information or data concerning Iris or any of its Subsidiaries to any Person in connection with any Company Iris Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company an Iris Acquisition Proposal or for the purpose of soliciting, initiating, inducing, encouraging or facilitating an Iris Acquisition Proposal; (iv) enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to an Iris Acquisition Proposal; (v) adopt, approve or recommend or make any public statement approving or recommending any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, an Iris Acquisition Proposal (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); (vi) take any action or exempt any Person (other than Meadow and its Subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or Iris’s organizational or other governing documents; or (ivvii) otherwise knowingly facilitate publicly propose, resolve or agree to do any effort or attempt to make a Company Acquisition Proposalof the foregoing. The Company Iris shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with any Person conducted heretofore with respect to any Company Iris Acquisition Proposal, or inquiry, proposal or offer that would could reasonably be expected to lead to a Company an Iris Acquisition Proposal and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Iris Acquisition Proposal. The Company will promptly inform As soon as reasonably practicable after the Persons referred date of this Agreement, Xxxx shall deliver a written notice to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed entered into a confidentiality agreement in connection with its consideration anticipation of potentially making a Company an Iris Acquisition Proposal within the last 12 months, to the effect that Xxxx is ending all discussions and negotiations with such Person with respect to any such Xxxx Acquisition Proposal effective as of the date hereof and requesting the prompt return or destroy (as provided in the terms destruction of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted furnished to such Person. Xxxx shall take all actions necessary to enforce its rights under the provisions of any “standstill” agreement between Iris and any Person (other than Meadow), and shall not grant any waiver of, or agree to any amendment or modification to, any such agreement, to permit such Person to submit an Iris Acquisition Proposal, unless in any such case the Iris Board shall have determined, in good faith, after consultation with outside legal counsel, that such actions would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees thatDuring the Pre-Closing Period, except as expressly permitted by this Section 5.025.3, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallMeadow shall not, and it Meadow shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officersofficers and employees not to, employees, investment bankers, attorneys, accountants and other advisors, agents shall cause its and representatives are hereinafter referred to as its “Representatives”) their respective Representatives not to, directly or indirectly: (i) solicit, initiate, solicitinduce, knowingly encourage or otherwise knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL), any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company a Meadow Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any Company way with any Person regarding any Meadow Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Meadow Acquisition Proposal; or; (iii) provide any non-public information or data concerning Meadow or any of its Subsidiaries to any Person in connection with any Company Meadow Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Meadow Acquisition Proposal or for the purpose of soliciting, initiating, inducing, encouraging or facilitating a Meadow Acquisition Proposal; (iv) enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to a Meadow Acquisition Proposal; (v) adopt, approve or recommend or make any public statement approving or recommending any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Meadow Acquisition Proposal (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); (vi) take any action or exempt any Person (other than Iris and its Subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or the Meadow’s organizational or other governing documents; or (ivvii) otherwise knowingly facilitate publicly propose, resolve or agree to do any effort or attempt to make a Company Acquisition Proposalof the foregoing. The Company Meadow shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with any Person conducted heretofore with respect to any Company Meadow Acquisition Proposal, or inquiry, proposal or offer that would could reasonably be expected to lead to a Company Meadow Acquisition Proposal and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Meadow Acquisition Proposal. The Company will promptly inform As soon as reasonably practicable after the Persons referred date of this Agreement, Xxxxxx shall deliver a written notice to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed entered into a confidentiality agreement in connection with its consideration anticipation of potentially making a Company Meadow Acquisition Proposal within the last 12 months, to the effect that Xxxxxx is ending all discussions and negotiations with such Person with respect to any such Meadow Acquisition Proposal effective as of the date hereof and requesting the prompt return or destroy (as provided in the terms destruction of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted furnished to such Person. Xxxxxx shall take all actions necessary to enforce its rights under the provisions of any “standstill” agreement between Meadow and any Person (other than Iris), and shall not grant any waiver of, or agree to any amendment or modification to, any such agreement, to permit such Person to submit a Meadow Acquisition Proposal, unless in any such case the Meadow Board shall have determined, in good faith, after consultation with outside legal counsel, that such actions would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees that(i) From and after the date of this Agreement, except as expressly otherwise permitted by this Section 5.02pursuant to the Merger Agreement, neither each Stockholder agrees that it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallshall not, and that it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: : (iA) initiate, solicit, knowingly encourage initiate or otherwise knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; , (iiB) engage in, continue or otherwise participate in any discussions (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 5(a)) or negotiations relating regarding, or which would reasonably be expected to lead to, or furnish to any Company other Person any information in connection with or for the purpose of soliciting, knowingly encouraging or facilitating, an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or , or (iiiC) provide adopt, approve or enter into any information or data Contract with respect to any Person in connection with any Company an Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company an Acquisition Proposal; or. (ivii) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company Each Stockholder and, if such Stockholder is an Entity, its directors, officers and employees shall, and the Company such Stockholder shall cause its Subsidiaries and use its reasonable best efforts to cause its other Representatives to, immediately cease and cause to be terminated any and all existing discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposalto, or proposal that which would reasonably be expected to lead to a Company to, any Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees thatFrom the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement, except as expressly permitted by this Section 5.02the termination of the Merger Agreement pursuant to Article VII thereof and the consummation of the Closing, neither it nor any of the Stockholder will not, will cause its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallofficers (as applicable) not to, and it shall instruct and use reasonable best efforts to cause will not authorize, direct or permit its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not Representatives to, directly or indirectly: : (ia) initiate, solicit, or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal proposal, inquiry or offer that constituteswould constitute, or would reasonably be expected to lead to, any Company an Acquisition Proposal; , (iib) engage in, enter into, continue or otherwise participate in any discussions or negotiations relating with respect to any Company Acquisition Proposal or any inquiryproposal, proposal inquiry or offer that would constitute, or would reasonably be expected to lead to a Company to, an Acquisition Proposal; or , (iiic) provide any non-public information or data afford access to the assets, books or records of the Company or the Company Subsidiaries, in each case, to any Person (other than Parent, Merger Sub, or any designees of Parent or Merger Sub) in connection with or for the purpose of knowingly encouraging or facilitating any Company Acquisition Proposal or any inquiryproposal, proposal inquiry or offer that would constitute, or would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company an Acquisition Proposal, (d) in connection with any proposal, inquiry or proposal offer that would constitute, or would reasonably be expected to lead to a Company to, an Acquisition Proposal. The Company will promptly inform the Persons referred , grant any waiver, amendment or release of or under, or fail to enforce, any confidentiality, standstill or similar agreement, or (e) enter into any letter of intent, Contract, commitment, or agreement in the preceding sentence principle with respect to any proposal, inquiry or offer that would constitute, or would reasonably be expected to lead to, an Acquisition Proposal or (e) resolve, propose or agree to do any of the obligations undertaken foregoing. Notwithstanding the foregoing, the Stockholder may participate in this discussions and negotiations with any Third Party with whom the Company Board is engaging in negotiations or discussions pursuant to and in compliance with Section 5.02. The Company will promptly request from each Person that has executed 5.3 of the Merger Agreement, solely for the purpose of entering into a confidentiality voting agreement in connection with its consideration of making a Company Acquisition Proposal such Third Party on substantially similar terms to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personhereof.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.02, that neither it nor any of its Subsidiaries nor any of its officers or its Subsidiaries’ officers, directors and employees shall, and that it shall instruct and use reasonable best efforts to cause its employees not to, and shall instruct its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and advisors or representatives (a Personthe Company’s directors, officers, employees, investment bankers, attorneys, accountants and other advisorsadvisors or representatives, agents and representatives are hereinafter referred to as its collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, solicit or knowingly encourage or otherwise 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 Proposal;Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations relating regarding, or provide any non-public information or data to any Company Acquisition Proposal or Person relating to, any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Company shallNotwithstanding anything in the foregoing to the contrary, and prior to the time, but not after, the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives toRequisite Vote is obtained, immediately cease and the Company may (A) provide or cause to be terminated provided 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 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 extent not previously provided to Parent; (B) engage in discussions and or negotiations with any Person conducted heretofore who has made such an unsolicited bona fide written Acquisition Proposal; or (C) after having complied with respect the requirements of this Section 6.2, approve, adopt, recommend, or otherwise declare advisable or propose to any Company approve, adopt, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, or proposal that would reasonably be expected if and only to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons extent that, (x) in each such case referred to in clause (A), (B) or (C) above, the preceding sentence board of directors of the obligations undertaken Company determines in this Section 5.02. The 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 will promptly request from each Person that has executed a confidentiality agreement determined in connection good faith based on the information then available and after consultation with its consideration of making a Company financial advisor that such Acquisition Proposal to return or destroy either constitutes a Superior Proposal (as provided defined below) or is reasonably likely to result in a Superior Proposal; and (z) in the terms case referred to in clause (C) above, the board of such confidentiality agreement) all confidential information concerning directors of the Company or any of determines in good faith (after consultation with its Subsidiaries financial advisor and promptly terminate all physical and electronic data access previously granted to outside legal counsel) that such PersonAcquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the final sentence of this Section 5.025.3(a) and subject to the terms of Section 5.3(b), neither it nor any 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 nor any of its or its Subsidiaries’ officers, directors and employees shallshall not, and it shall instruct (and use their reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives cause) any of their respective Representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to in their capacities as its “Representatives”such) not to, directly or indirectly: : (i) solicit, initiate, solicitpropose or knowingly induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) engage furnish to any Person (other than Parent, Merger Sub or otherwise participate any designees of Parent or 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 any inquiry, a proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or Proposal by such Person, (iiiy) provide promptly (and in any information or data event within one (1) Business Day after the date of this Agreement) shut off all access of any Person (other than the Parties and their respective Representatives) to any Person in connection with any Company Acquisition Proposal electronic data room maintained by or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and on behalf of the Company shall cause or its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition ProposalProposal and request that all non-public information previously provided be returned or destroyed in accordance with the applicable confidentiality 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, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The the Company will promptly inform 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 Persons referred to Company Board (or any committee thereof)), unless (A) the Company Board (or any committee thereof) has determined in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection good faith, after consultation with its consideration of making a Company Acquisition Proposal outside legal counsel, that failure to return or destroy take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and (as provided in the terms of such confidentiality agreementB) all confidential information concerning the Company promptly (and in any event within twenty-four (24) hours) notifies Parent in writing of any such waiver, amendment or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personrelease.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by in this Section 5.027.1, neither the Company shall not, nor shall it nor authorize or permit any of its Subsidiaries nor or any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and other advisorsrepresentatives, agents and representatives are hereinafter referred to as its collectively, “Representatives”) not to, to directly or indirectly: (i) solicit, initiate, solicit, knowingly encourage or otherwise 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, amending or granting any waiver or release under any standstill or similar agreement with respect to any Shares; (ii) engage enter into, continue or otherwise participate in any discussions or negotiations relating regarding, furnish to any Company Acquisition Proposal Person any information with respect to, assist or participate in any inquiryeffort or attempt by any Person with respect to, proposal or offer that would reasonably be expected to lead to a Company otherwise cooperate in any way with, any Acquisition Proposal; or (iii) provide make or authorize any information statement, recommendation or data to solicitation in support of any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause take the necessary steps promptly to inform the Persons described in the first sentence of this Section 7.1(a) of the obligations undertaken under this Section. Table of Contents Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or the Company Board from (i) taking and disclosing to its Representatives toshareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to shareholders with regard to an Acquisition Proposal (provided that neither the Company nor its Company Board may recommend any Acquisition Proposal unless permitted by Section 7.1(b) below and the Company may not fail to make or withdraw, immediately cease modify or change in a manner adverse to the Buyer all or any portion of the Company Board Recommendation unless permitted by Section 7.5 (in which case the Buyer shall have the right to terminate this Agreement as set forth in Section 7.1(b)(ii)), and cause provided further that, notwithstanding anything herein to the contrary, any “stop-look-and-listen” communication by the Company or the Company Board to the shareholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not be considered a failure to make, or a withdrawal, modification or change in any manner adverse to the Buyer of, all or a portion of the Company Board Recommendation) or (ii) prior to the adoption of this Agreement by the Company’s shareholders in accordance with this Agreement, (A) providing access to its properties, books and records and providing information or data in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be terminated able to comply with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement), or (B) engaging in any negotiations or discussions and negotiations with any Person conducted heretofore with respect to any Company who has made an unsolicited bona fide written Acquisition Proposal, if and only to the extent that prior to taking any of the actions set forth in clauses (A) or proposal (B) of clause (ii), (x) the Company Board shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that such action is necessary in order for the Company Board to comply with its fiduciary duties under applicable Law and that such Acquisition Proposal will, or would reasonably be expected to lead to to, result in, a Company Acquisition Superior Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy , and (as provided in the terms of such confidentiality agreementy) all confidential information concerning the Company or shall have informed the Buyer promptly following (and in no event later than 24 hours after) the taking by it of any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personaction.

No Solicitation or Negotiation. The Company agrees that(1) From the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article VII, except as expressly otherwise permitted by this Section 5.025.01, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees Parent shall, and it shall instruct cause its Subsidiaries and shall use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives Representatives to (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”A) not tonot, directly or indirectly: , (i) initiate, solicit, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries inquiries, expressions of interest, proposals or the making of any proposal or offer offers that constitutes, constitute or would reasonably be expected to lead to, any Company to an Acquisition Proposal; , (ii) engage in or otherwise participate in any discussions or negotiations relating to any Company regarding an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or Proposal (other than, in response to an unsolicited written inquiry, to ascertain facts from the Person making such Acquisition Proposal for the purpose of informing itself about such Acquisition Proposal and the Person that made it and to refer the inquiring Person to this Section 5.01), (iii) provide (including through access to any data room) any non-public information relating to Parent or data any of its Subsidiaries to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected relating to lead to a Company an Acquisition Proposal; or , (iv) otherwise knowingly facilitate enter into any effort agreement, letter of intent, memorandum of understanding, agreement in principle or attempt other Contract with respect to make any Acquisition Proposal (other than a Company confidentiality agreement entered into in accordance with the terms of this Agreement) (each, an “Alternative Acquisition Proposal. The Company shall, Agreement”) or (v) resolve or agree to do any of the foregoing and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, (B) immediately cease and cause to be terminated all discussions, activities (including by terminating access to any discussions and negotiations data room), negotiations, solicitation or encouragement with any Person conducted heretofore Persons that may be ongoing with respect to any Company an Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence Proposal as of the obligations undertaken in this Section 5.02date hereof. The Company will promptly Parent shall, and shall cause its Subsidiaries to, request from each any Person (and its Representatives) that has executed a confidentiality agreement received any non-public information about Parent or its Subsidiaries that was furnished by or on behalf of Parent prior to the date hereof in connection with its consideration of making a Company an Acquisition Proposal to return or destroy all such information. (as provided 2) Notwithstanding anything in this Agreement to the contrary, prior to the time that the Requisite Parent Vote is obtained, but not after, Parent may (A) provide information in response to a request therefor by a Person or Persons who have made a bona fide written Acquisition Proposal received after the date of this Agreement that did not result from a breach of this Agreement if Parent receives from such Person or Persons an executed customary confidentiality agreement containing terms not materially less restrictive in the aggregate to the counterparty thereto than the terms of the Confidentiality Agreement and promptly (and, in any event, within forty-eight (48) hours) discloses (and, if applicable, provides copies of) any such confidentiality agreementdocuments to Buyer to the extent not previously provided to Buyer or (B) all confidential engage or participate in any discussions or negotiations with any Person who has made such a bona fide written Acquisition Proposal, if and only to the extent that, prior to taking any action described in clause (A) or (B) above, the Parent Board (x) determines in good faith based on the information concerning then available and after consultation with its financial advisors that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (y) determines in good faith after consultation with its outside legal counsel that failure to take such action would likely be inconsistent with the Company or trustees’ duties under applicable Law. (3) Parent agrees that any of actions taken by its Subsidiaries and promptly terminate all physical and electronic data access previously granted or its or its Subsidiaries’ Representatives that would not be permitted to such Personbe taken by Parent pursuant to this Section 5.01 shall be deemed to be a breach of this Section 5.01 by Parent.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by from the Go Shop Period End Date until the Effective Time or, if earlier, the termination of this Section 5.02Agreement in accordance with Article VIII, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its or its Subsidiaries’ officers, directors and employees Subsidiaries shall, and that it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) respective Representatives not to, directly or indirectly: (iA) initiate, solicit, solicit or knowingly encourage or otherwise 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 (iiB) engage in, continue or otherwise participate in any discussions or negotiations relating regarding, or provide any non-public information to any Company Acquisition Proposal or Person relating to, any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (ivC) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Notwithstanding the foregoing, the Company shallmay take and continue to take any of the actions described in Section 6.2(a) and, subject to Section 6.2(c), from and after the Go-Shop Period End Date with respect to any Solicited Person that, prior to the Go-Shop Period End Date, has made a bona fide Acquisition Proposal that the Independent Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes or would reasonably be expected to result in a Superior Proposal (each such Solicited Person, an “Excluded Party”). Notwithstanding anything contained in this Section 6.2(b) to the contrary, any Excluded Party shall cease to be an Excluded Party for all purposes under this Agreement immediately at such time as the Acquisition Proposal made by such party is withdrawn, is terminated or expires, or the Independent Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal ceases to constitute, or ceases to be reasonably likely to lead to, a Superior Proposal (a “Terminated Acquisition Proposal”). After the Go-Shop Period End Date, other than with respect to Persons who at the Go-Shop Period End Date are Excluded Parties, and at any subsequent time with respect to any Person (including a formerly Excluded Party) that has made an Acquisition Proposal that becomes a Terminated Acquisition Proposal, the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations solicitation, encouragement, discussion or negotiation with any such Person conducted heretofore theretofore by the Company, its Subsidiaries or any of their respective Representatives with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal and shall use reasonable best efforts to require such Person to promptly return or destroy (as provided in the terms of such confidentiality agreement) all any confidential information concerning previously furnished by the Company or Company, any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personor any of their respective Representatives.

No Solicitation or Negotiation. The Company agrees Each of Medicis and Ascent shall ensure that, except as expressly permitted by this Section 5.02during the Pre-Closing Period, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: , shall: (ia) solicit, initiate, solicit, or knowingly encourage or otherwise knowingly facilitate induce the making, submission or announcement of any inquiries or the making of any proposal or offer related to an Acquisition Transaction or take any action that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Acquisition Proposal; or any such inquiries or the making of any such proposal or offer, (iiib) provide furnish any information or data regarding Ascent to any Person in connection with any Company or in response to an Acquisition Proposal Transaction or any inquiry, proposal an inquiry or offer indication of interest that would could reasonably be expected to lead to an Acquisition Transaction, (c) engage in discussions or negotiations with any Person with respect to any Acquisition Transaction, (d) approve, endorse or recommend any Acquisition Transaction, (e) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction, or (f) enter into any letter of intent or similar document or any Contract having a Company primary purpose of effectuating, or which would effect, any Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition ProposalTransaction. The Company shall, Each of Medicis and the Company Ascent shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any Contract or discussions and negotiations with any Person conducted heretofore (other than BioMarin Acquisition) related to an Acquisition Transaction. In addition, if during the Pre-Closing Period Medicis or Ascent receives an offer or proposal (formal, informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to to, an Acquisition Transaction, such party shall immediately notify BioMarin thereof and provide BioMarin with details thereof, including the identity of the Person or Persons making such offer or proposal, and will keep BioMarin informed on a current basis of the status and details of any Company Acquisition Proposal, such offer or proposal that would reasonably be expected and any modification to lead to a Company Acquisition Proposalthe terms thereof. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company Medicis and Ascent will promptly request from each Person that has executed executed, within 12 months prior to the date of this Agreement, a confidentiality confidentiality, standstill or similar agreement in connection with its consideration of making a Company possible Acquisition Proposal Transaction to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted heretofore furnished to such PersonPerson by or on behalf of Medicis or Ascent.

No Solicitation or Negotiation. The Company agrees that(i) During the Pre-Closing Period, except as expressly permitted by this Section 5.025.3, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors Parent and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankersdirectors and officers shall not, attorneys, accountants and other advisors, agents shall not direct any of its and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not their respective Representatives to, directly or indirectly: (iA) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL), any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company a Parent Acquisition Proposal; (iiB) engage or otherwise participate in any discussions or negotiations relating or cooperate in any way with any Person regarding any proposal or offer the consummation of which would constitute a Parent Acquisition Proposal; (C) provide any information or data concerning Parent or any of its Subsidiaries to any Company Person in connection with any proposal the consummation of which would constitute a Parent Acquisition Proposal or for the purpose of soliciting, initiating, inducing, encouraging or facilitating a Parent Acquisition Proposal; (D) enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to a Parent Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to a Parent Acquisition Proposal; (E) adopt, approve or recommend or make any public statement approving or recommending any inquiry, proposal or offer that would constitutes, or could reasonably be expected to lead to to, a Parent Acquisition Proposal (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); take any action or exempt any Person (other than the Company Acquisition Proposaland its Subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or Parent’s organizational or other governing documents; or (iiiF) provide resolve, publicly propose or agree to do any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; orof the foregoing. (ivii) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company Parent shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with any Person conducted heretofore with respect to any Company Parent Acquisition Proposal, or proposal that would could reasonably be expected to lead to a Company Parent Acquisition Proposal, and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Parent Acquisition Proposal. The Company will promptly inform As soon as reasonably practicable after the Persons referred date of this Agreement, Parent shall deliver a written notice to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed entered into a confidentiality agreement in connection with its consideration anticipation of potentially making a Company Parent Acquisition Proposal within the last 30 days, to the effect that Parent is ending all discussions and negotiations with such Person with respect to any Parent Acquisition Proposal, effective on the date hereof and requesting the prompt return or destroy (as provided in the terms destruction of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted furnished to such Person. Parent shall take all actions necessary to enforce its rights under the provisions of any “standstill” agreement between Parent and any Person (other than the Company), and, subject to Section 5.3(b), shall not grant any waiver of, or agree to any amendment or modification to, any such agreement, to permit such Person to submit a Parent Acquisition Proposal.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the final sentence of this Section 5.025.3(b), neither it nor and subject to the terms of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall not, and shall instruct their respective Representatives not to, authorize or knowingly permit any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not their respective Representatives to, directly or indirectly: , (iA) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer that constitutes, constitutes or would could reasonably be expected to lead to, any Company an Acquisition Proposal; ; (iiB) engage furnish to any Person (other than Parent, Merger Sub or otherwise participate 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 (other than Parent, Merger Sub or any designees of Parent or Merger Sub) access to the business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries, in any discussions such case with the intent to induce the making, submission or negotiations relating announcement of, or to knowingly encourage or knowingly facilitate, any Company Acquisition Proposal or any inquiry, proposal or offer that would constitutes or could reasonably be expected to lead to a Company an Acquisition Proposal; or (iiiC) provide any information participate or data to engage in discussions or negotiations with any Person in connection with any Company respect to an Acquisition Proposal (or any inquiryinquiries, proposal proposals or offer offers that would could reasonably be expected to lead to a Company 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 to the extent necessary to clarify the terms of the Acquisition Proposal; or (ivD) otherwise knowingly facilitate any effort approve, endorse or attempt to make a Company recommend an Acquisition Proposal; or (E) 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”). The Company shallSubject to the following sentence of this Section 5.3(b), and subject to the terms of Section 5.3(c), substantially concurrently with the execution of this Agreement, the Company shall 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 date hereof, and shall immediately cease and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives toto immediately cease, immediately cease and cause to be terminated (x) any discussions and solicitations, discussions, communications or negotiations with any Person conducted heretofore (other than the Parties and their respective Representatives) in connection with respect to any Company an Acquisition ProposalProposal (or inquiries, proposals or proposal offers that would could reasonably be expected to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons referred to ) by such Person, in the preceding sentence each case that exists as of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy No-Shop Period Start Date, (as provided in the terms of such confidentiality agreementy) all confidential access of any Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to the Transactions, and (z) providing any further information concerning with respect to the Company or any Acquisition Proposal to any such Person or its Representatives. From the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) if the Company Board (or a committee thereof) determines in good faith (after consultation with its Subsidiaries financial advisors and promptly terminate all physical and electronic data access previously granted outside legal counsel) that the failure to such Persondo so is inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees thatFrom and after the Execution Date until the earlier to occur of (a) the Closing Date and (b) the termination of this Agreement in accordance with ARTICLE 8, except as expressly permitted by this Section 5.026.6, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallSeller shall not, and it Seller shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: : (ii)(A) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing information) any communication, inquiries or the making of any submission, announcement, proposal or offer that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (iiB) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any Company Acquisition Proposal or way not permitted by this Section 6.6 with any inquiryPerson regarding any submission, announcement, proposal or offer the consummation of which would constitute an Acquisition Proposal; (C) provide any information or data concerning Seller or the Transferred Assets to any Person in connection with, or in response to, any submission, announcement, proposal or offer the consummation of which would constitute an Acquisition Proposal; (D) approve, endorse or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any proposal or offer that would constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (E) execute or enter into any letter of intent or any Contract contemplating or other relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or (F) take any action that could reasonably be expected to lead to a Company an Acquisition Proposal; or (ii) waive or release any Person from or amend any standstill agreement or any standstill provisions of any other Contract; or (iii) provide publicly propose to do any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposalof the foregoing. The Company Seller shall, and the Company Seller shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions discussions, negotiations and negotiations communications with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company an Acquisition Proposal. The Company will , and shall promptly inform the Persons referred terminate access by any such Person to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with any physical or electronic data room hosted by Seller or its consideration of making a Company Representatives relating to any such Acquisition Proposal and request the destruction or return (to return or destroy (as the extent provided in for by the terms of such applicable confidentiality agreement) of any and all confidential nonpublic information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted provided to such PersonPerson (other than Purchaser), in each case, as soon as reasonably practicable (but in any event within three (3) Business Days) after the date of this Agreement.

No Solicitation or Negotiation. The Company Bemis agrees that, except as expressly permitted by this Section 5.025.3, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallshall not, and it shall instruct cause the Bemis Subsidiaries and each of its and the Bemis Subsidiaries’ respective directors, officers and employees not to, and it shall use reasonable best efforts to cause its and its the Bemis Subsidiaries’ respective third-party consultants, financial advisors, accountants, legal counsel, investment bankers, attorneys, accountants bankers and other advisorsthird party agents, agents advisors and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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 Bemis Competing Proposal; (ii) engage or otherwise participate in any discussions or negotiations with any third party relating to any Company Acquisition Bemis Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Bemis Competing Proposal; or; (iii) provide any non-public information or data to any Person in connection with with, related to or in contemplation of any Company Acquisition Bemis Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Bemis Competing Proposal; (iv) amend, grant any waiver or release under or fail to enforce any standstill or similar agreement with respect to any class of equity securities of Bemis or any of the Bemis Subsidiaries, unless the Bemis Board of Directors determines after considering advice from outside legal counsel that the failure to amend, waive, release or fail to enforce such provision would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (v) approve any Person becoming an “interested shareholder” under Section 351.459 of the Missouri Code; (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other agreement relating to a Bemis Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Bemis Competing Proposal (other than a Bemis Competing Proposal NDA); or (ivvii) otherwise knowingly facilitate (A) fail to make, withdraw or modify in a manner adverse to Amcor, or publicly propose to fail to make, withdraw or modify in a manner adverse to Amcor, the Bemis Board Recommendation, (B) fail to include the Bemis Board Recommendation in the Proxy Statement, (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve a Bemis Competing Proposal, or (D) fail to reaffirm the Bemis Board Recommendation in a statement complying with Rule 14e-2(a) under the Exchange Act with regard to a Bemis Competing Proposal or in connection with such action by the close of business on the 10th Business Day after the commencement of such Bemis Competing Proposal under Rule 14e-2(a) (any effort of the foregoing in this Section 5.3(a)(vii), a “Bemis Adverse Recommendation Change”). Nothing contained herein shall prevent the Bemis Board of Directors from (A) complying with Rule 14e-2(a) under the Exchange Act with regard to a Bemis Competing Proposal or attempt (B) issuing “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act; provided, however, that any such disclosure or statement that constitutes or contains a Bemis Adverse Recommendation Change shall be subject to make the provisions of this Section 5.3(a) (it being understood, for the avoidance of doubt, that a Company Acquisition Proposaldisclosure that constitutes only a customary “stop, look and listen” statement or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not in and of itself be deemed to be a Bemis Adverse Recommendation Change). The Company Bemis shall, and the Company Bemis shall cause its the Bemis Subsidiaries and each of its and the Bemis Subsidiaries’ respective directors, officers and employees to, and shall use its reasonable best efforts to cause its Representatives and the Bemis Subsidiaries’ respective third-party consultants, financial advisors, accountants, legal counsel, investment bankers and other third party agents, advisors and representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Bemis Competing Proposal, or proposal or offer that would reasonably be expected to lead to a Company Acquisition Bemis Competing Proposal. The Company Bemis will promptly inform (and in each case within 24 hours from the Persons referred to in the preceding sentence date of the obligations undertaken in this Section 5.02. The Company will promptly Agreement) request from each Person (and such Person’s Representatives) that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Bemis Competing Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company Bemis or any Bemis Subsidiary and shall promptly (and in each case within 24 hours from the date of its Subsidiaries and promptly this Agreement) terminate all physical and electronic data access previously granted to each such Person.

No Solicitation or Negotiation. The Each of the Company and Parent agrees that, except as expressly permitted by this Section 5.02, that neither it nor any of its respective Subsidiaries nor any of its or its respective Subsidiaries’ officers, officers and directors and employees shallwill, and it shall instruct each of the Company and Parent will not authorize its and its respective Subsidiaries’ Representatives to, and will use its reasonable best efforts to instruct and cause its and its respective Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate or encourage any inquiries or the making of any proposal or offer that constitutes, or would is reasonably be expected to lead toconstitute, any Company an Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations relating regarding, or provide any non-public information or data to any Person who has made, or proposes to make, an Acquisition Proposal; (iii) afford access to the properties, books or records of the Company Acquisition Proposal or Parent, as applicable, or any inquiryof their respective Subsidiaries to any Person that has made, proposal or offer that would reasonably be expected to lead the Knowledge of the Company or to a Company the Knowledge of Parent, as applicable, is considering making, any Acquisition Proposal; (iv) except as permitted under Section 7.2(b)(ii), enter into any letter of intent or agreement in principle or any agreement or understanding providing for any Acquisition Proposal; or (iiiv) except as permitted under Section 7.2(b)(ii), propose publicly or agree to any of the foregoing relating to an Acquisition Proposal. Notwithstanding the foregoing, prior to (but not after) the time (A) in the case of the Company, this Agreement is approved by the Company’s stockholders pursuant to the Company Requisite Vote or (B) in the case of Parent, the Share Issuance is approved by Parent’s stockholders pursuant to the Parent Requisite Vote, as applicable, the Company’s Board of Directors or Parent’s Board of Directors, as applicable, may (1) provide information (including to potential debt or equity financing sources and potential asset purchasers and their respective potential debt and equity financing sources) in response to a request by a Person or Persons who has or have made a bona fide written Acquisition Proposal that was not initiated, solicited, facilitated or encouraged in violation of this Section 7.2 (a) if the Company or Parent, as applicable, receives from the Person or Persons so requesting the information an executed confidentiality agreement no more favorable in any material respect to such Person or Persons than the Parent Confidentiality Agreement is to Parent, provided that all such information is concurrently furnished to Parent and to the Asset Purchaser, or data to the Company, as applicable, to the extent not previously furnished, in the same form provided to such Person or Persons (and/or its or their respective potential debt or equity financing sources and potential asset purchasers and their respective potential debt and equity financing sources); and/or (2) engage in discussions or negotiations with any Person in connection with any Company or Persons who has or have made a bona fide written Acquisition Proposal that was not initiated, solicited, facilitated or any inquiryencouraged in violation of this Section 7.2(a), proposal if, in each case, the Board of Directors of the Company or offer Parent, as applicable, determines in good faith (after consultation with outside legal counsel and financial advisors) that failure to take this action would be inconsistent with its fiduciary duties under applicable Law; and in the case referred to in clause (2) above, if the Board of Directors of the Company or Parent, as applicable, determines in good faith that the Acquisition Proposal either constitutes a Superior Proposal or is reasonably be expected likely to lead to a Company Acquisition Superior Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.02, that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees or officers shall, and that it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisorsagents, agents and advisors or representatives (a Person’s such directors, officers, employees, investment bankers, attorneys, accountants and other advisorsagents, agents and representatives are hereinafter referred to as its advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate or encourage, 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; (ii) engage in, continue or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal regarding, or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any non-public information or non-public data to any Person in connection with or in response to, or otherwise knowingly facilitate or encourage, any Acquisition Proposal; (iii) modify, amend, terminate, waive or release any standstill or similar agreement to which the Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected Subsidiary is a party applicable to lead to a Company any Acquisition Proposal; or (iv) otherwise knowingly facilitate take any effort action to render any Takeover Statute inapplicable to an Acquisition Proposal or attempt to make a Company the transaction contemplated thereby or exempt or exclude any person from the applicability of any Takeover Statute in connection with an Acquisition Proposal. The Company shallNotwithstanding anything in the foregoing to the contrary, and at any time prior to the time, but not after, this Agreement is approved by the Company’s shareholders at the Shareholders Meeting, the Company shall cause its Subsidiaries and use its reasonable best efforts may (A) provide information in response to cause its Representatives to, immediately cease and cause a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the board of directors of the Company receives from the Person so requesting such information an executed confidentiality agreement on terms with respect to be terminated any confidentiality of information substantially similar to those contained in the Confidentiality Agreement; or (B) engage in discussions and or negotiations with any Person conducted heretofore with respect to any Company who has made such an unsolicited bona fide written Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons if (x) in each such case referred to in clause (A) or (B) above, the preceding sentence board of directors of the obligations undertaken Company determines in this Section 5.02good faith after consultation with outside legal counsel that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (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 all the information then available and after consultation with the Company’s financial advisors and legal counsel that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal. The In the event that the Company will promptly request from each Person that has executed a shall enter into any such confidentiality agreement in connection with its consideration containing a standstill provision which is applicable for a period which is shorter than the period of making a Company Acquisition Proposal the standstill applicable to return Parent (or destroy (as provided in the terms of event such confidentiality agreement) all confidential information concerning agreement shall contain no standstill provision), the Company or any period of its Subsidiaries and promptly terminate all physical and electronic data access previously granted the standstill applicable to Parent shall automatically be reduced to the period of the standstill applicable to such PersonPerson (or be eliminated in the event such confidentiality agreement shall contain no standstill provision).

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by From and after the date of this Section 5.02Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VII, neither it Parent nor any of its Subsidiaries nor any of shall, and Parent shall cause its or and its Subsidiaries’ officersdirectors, directors officers and employees shallnot to, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) their Representatives not to, directly or indirectly: (i) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise 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, any Company a Parent Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any Company Acquisition Proposal or way not permitted by this Section 5.3 with any inquiry, Person regarding any proposal or offer that the consummation of which would reasonably be expected to lead to constitute a Company Parent Acquisition Proposal; or; (iii) provide any information or data concerning Parent or any of its Subsidiaries to any Person in connection with any Company proposal the consummation of which would constitute a Parent Acquisition Proposal Proposal; (iv) approve or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to to, a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Parent Acquisition Proposal. The Company Parent shall, and the Company Parent shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Parent Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Parent Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.026.2, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, officers and directors and employees shall, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in any discussions or negotiations relating to with any Company Acquisition Proposal or Person regarding any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any non-public information or data to any Person in connection with with, or otherwise knowingly facilitate, any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would could be reasonably be expected likely to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons individuals and entities referred to in the preceding sentence of the obligations undertaken in this Section 5.026.2. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company an Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees thatAt all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, except as expressly permitted by this Section 5.025.2, neither it nor the Company shall not, and shall cause its Subsidiaries and any of the directors, officers, employees and Affiliates of it or its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallnot to, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and advisors or representatives (a Person’s such directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisorsadvisors or representatives, agents and representatives are hereinafter referred to as its collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, propose, initiate or knowingly encourage encourage, or otherwise take any other action to knowingly facilitate facilitate, any inquiries or the making of any proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, any Company to an Acquisition Proposal; (ii) agree to participate in or engage or otherwise participate in any discussions or negotiations relating with, furnish or disclose any non-public information or data concerning the Company or any of its Subsidiaries to, or respond to any Company Acquisition Proposal inquiry made by, any Person that has made or any inquiry, indicated an intention to make a proposal that constitutes or offer that would reasonably be expected to lead to a an Acquisition Proposal (other than state that the terms of this provision prohibit such discussions) 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 connection with any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons individuals and entities referred to in the preceding sentence hereof of the obligations undertaken in this Section 5.025.2(a). The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company an Acquisition Proposal to promptly return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.4, neither it nor any 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 shall not, and shall cause each of its Subsidiaries nor any of and its or its Subsidiaries’ officers, directors and employees shalltheir respective officers and directors, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, solicit, or knowingly encourage or otherwise knowingly facilitate any proposal or offer or any inquiries or regarding the making of any proposal or offer, including any proposal or offer to its stockholders, that constitutes, or would could reasonably be expected to lead to, any a Company Acquisition Takeover Proposal; , or (ii) engage in, continue or otherwise participate in any discussions or negotiations relating regarding, or furnish to any Company Acquisition Proposal or other Person any information with respect to, any inquiry, proposal or offer that would constitutes, or could reasonably be expected to lead to to, a Company Acquisition Proposal; or Takeover Proposal (iii) provide any information or data other than, in response to any an unsolicited inquiry that did not arise from a breach of this Section 6.4(a), solely to ascertain facts from the Person in connection making such Company Takeover Proposal consistent with any its fiduciary duties about such Company Acquisition Takeover Proposal or any inquiryand the Person that made it, proposal or offer that would reasonably be expected and to lead refer the inquiring Person to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposalthis Section 6.4). The Company shall, and the Company shall cause its Subsidiaries Subsidiaries, and use its reasonable best efforts to and their respective officers and directors to, and shall cause its and its Subsidiaries’ other Representatives to, immediately cease any and cause to be terminated any all existing solicitation, discussions and or negotiations with any Person conducted heretofore Persons (or provision of any non-public information to any Persons) with respect to any Company Acquisition Proposalinquiry, proposal or offer that constitutes, or proposal that would could reasonably be expected to lead to to, a Company Acquisition Takeover Proposal. The Company will shall promptly inform the Persons referred to (A) request in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from writing that each Person that has heretofore executed a confidentiality agreement within the six (6) month period immediately preceding the date hereof in connection with its consideration of making a Company Acquisition Takeover Proposal or potential Company Takeover Proposal promptly destroy or return to return or destroy (as provided in the terms of such confidentiality agreement) Company all confidential non-public information concerning heretofore furnished by the Company or any of its Subsidiaries Representatives to such Person or any of its Representatives in accordance with the terms of such confidentiality agreement and promptly (B) terminate all access to any physical and or electronic data access previously granted rooms relating to a possible Company Takeover Proposal by such PersonPerson and its Representatives. The Company shall not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which the Company is a party with respect to any Company Takeover Proposal or potential Company Takeover Proposal, and shall enforce the provisions of any such agreement, 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 Company Board (after considering the recommendation of the Company Special Committee) has determined in good faith, after consultation with the Company’s independent financial advisor and outside legal ​ counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 5.026.1, from the date hereof until the termination of this Agreement in accordance with the terms hereof, neither it the Company nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it the Company shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisorsadvisors or representatives (such directors, agents officers, employees, investment bankers, attorneys, accountants, and representatives are hereinafter referred to as its other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: : (i) initiate, solicit, knowingly encourage initiate or otherwise 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 Company Acquisition Proposal; ; (ii) engage enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information relating to any Company Acquisition Proposal or in respect of any such inquiry; or (iii) enter into any agreement related to any Acquisition Proposal or resulting from any such inquiry other than confidentiality agreements required by the proviso below. Notwithstanding anything to the contrary set forth in this Agreement, proposal prior to receipt of the Company Stockholder Approval, (x) in response to an unsolicited, bona fide Acquisition Proposal that did not result from a breach of this Section 6.1 and that the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) is, or offer would be reasonably likely to constitute, a Superior Proposal, and (y) if the Company Board otherwise determines in good faith (after consultation with outside counsel) that failure to do so would reasonably be expected likely to lead result in a breach by the Company’s directors of their fiduciary duties to a the Company Acquisition Proposal; or or its stockholders, and subject in each case to compliance with Section 6.1(c), the Company may, at any time prior to obtaining the Company Stockholder Approval (iiibut in no event after obtaining the Company Stockholder Approval), after providing Buyer with not less than 48 hours’ written notice of its intention to take such actions (A) provide any furnish information or data with respect to the Company to any Person in connection with any Company (and the Representatives of such Person) making an Acquisition Proposal or any inquiryan inquiry (provided, proposal that such Person has entered into a confidentiality agreement with the Company with confidentiality provisions in favor of the Company that are not materially less favorable to the Company than the Confidentiality Agreement and that expressly permits disclosure of the identity of the bidder and the material terms of such inquiry or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or ), (ivB) otherwise knowingly facilitate engage in discussions or negotiations (including solicitation of revised Acquisition Proposals with such Person and its Representatives regarding any effort such Acquisition Proposal or attempt to make inquiry and (C) amend, or grant a Company Acquisition Proposalwaiver or release under, any standstill or similar agreement with such Person or with Buyer. The Company shall, shall provide the Buyer with a complete and the Company shall cause its Subsidiaries and use its reasonable best efforts correct copy of any confidentiality agreement entered into pursuant to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence this paragraph within 24 hours of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personexecution thereof.

No Solicitation or Negotiation. The Company agrees thatFrom and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VII, except as expressly permitted by this Section 5.025.2, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallthe Company shall not, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ directors, officers and employees not to, and shall direct its and their respective investment bankers, attorneys, accountants and other advisors, agents and advisors or representatives (a Person’s collectively, along with such directors, officers, officers and employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise 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, any a Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to with any Person regarding any Company Acquisition Proposal 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 to, a Company Acquisition Proposal; or (iiiv) provide any information or data to any Person in connection with submit any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected matter related thereto to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposalthe vote of the stockholders of the Company. The Company shall, and the Company shall cause its the Company Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to, (x) immediately cease and cause to be terminated any solicitation, discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will , (y) promptly inform the Persons referred terminate access by any such Person to in the preceding sentence any physical or electronic data rooms, and any other access to non-public information or data of the obligations undertaken in this Section 5.02. The Company will and the Company Subsidiaries, made available by the Company, the Company Subsidiaries or their Representatives and (z) promptly request from instruct each Person that has previously executed a confidentiality agreement in connection with its such Person’s consideration of making a Company Acquisition Proposal to return to the Company or destroy (as provided in the terms any non-public information previously furnished to such Person or any of such confidentiality agreement) all confidential information concerning Person’s Representatives by or on behalf of the Company. Without limiting the foregoing, any breach of the restrictions set forth in this Section 5.2 by any Affiliate or Representative of the Company or any Company Subsidiary shall be deemed to be a breach of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personthis Section 5.2 by the Company.

No Solicitation or Negotiation. (a) The Company agrees thatCompany, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ and other affiliates and their respective officers, directors directors, representatives (including the Company Financial Advisor or any other investment banker and employees any attorneys and accountants) shall, and it the Company shall instruct and use all reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants ' and other advisors, affiliates' respective non-officer employees with managerial responsibilities and agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in immediately cease any discussions or negotiations relating with any parties with respect to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Third Party Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts also agrees promptly to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person person that has heretofore executed a confidentiality agreement in connection with its consideration of making a acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company Acquisition Proposal or any Subsidiary, if any, to return (or destroy (as provided in if permitted by the terms of such applicable confidentiality agreement, destroy) all confidential information concerning heretofore furnished to such person by or on behalf of the Company or any Subsidiary and, if requested by Parent, to enforce such person's obligation to do so. Neither the Company nor any Subsidiary or other affiliates shall, nor shall the Company authorize or permit any of its Subsidiaries or their respective officers, directors or representatives to, and the Company shall use all reasonable efforts to cause its and its Subsidiaries' and other affiliates' respective non-officer employees with managerial responsibilities and agents not to, directly or indirectly, (i) encourage, solicit, initiate or knowingly facilitate the submission of any proposal for a Third Party Acquisition Proposal, (ii) participate in or initiate any discussions or negotiations regarding, or provide any non-public information with respect to, the Company or any Subsidiary or their respective businesses, assets or properties (other than Parent and Acquisition or any designees of Parent and Acquisition) in connection with, or take any other action to knowingly facilitate any Third Party Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Third Party Acquisition Proposal or (iii) enter into any agreement with respect to any Third Party Acquisition Proposal; provided, however, that if the Company Board determines in good faith, after consultation with legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under the DGCL, the Company may, in response to an unsolicited bona fide written Third Party Acquisition Proposal that the Company Board determines in good faith, based on consultation with the Company Financial Advisor, constitutes or is reasonably likely to result in a Superior Proposal which, if accepted, is reasonably capable of being consummated and only for so long as the Board of Directors so determines in good faith that its actions are reasonably likely to lead to a Superior Proposal, (i) furnish only to any Third Party pursuant to a confidentiality agreement in a form substantially similar to the Nondisclosure Agreement (A) the information with respect to the Company of the same type and scope that the Company provided to Parent prior to the date hereof and (B) any such additional information that such Third Party requests, but only if the Company is permitted, and does in fact, simultaneously furnish such additional information to Parent, and (ii) participate in discussions and negotiations regarding such Third Party Acquisition Proposal; provided, further, that nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer. The Company shall promptly terminate (and in any event within one (1) day after the Company attains knowledge thereof) (x) notify Parent in the event the Company or any Subsidiary or other affiliates or any of their respective officers, directors, employees and agents receives any Third Party Acquisition Proposal, including the terms and conditions thereof and the identity of the party submitting such proposal, and any request for confidential information made in connection with a Third Party Acquisition Proposal, (y) provide a copy of any written agreements, proposals or other materials the Company receives from any such person or group (or its representatives), and (z) promptly, and in any event within one (1) day, advise Parent of any material modifications thereto. (b) Except as set forth in this Section 4.3(b), the Company Board shall not make a Change in the Company Recommendation or approve or recommend, or cause or permit the Company to enter into any letter of intent, agreement or obligation with respect to, any Third Party Acquisition Proposal. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment prior to the Company Stockholders Meeting, after consultation with outside legal counsel, that it is required to make a Change in the Company Recommendation in order to comply with its fiduciary duties, the Company Board may recommend a Superior Proposal, but only (i) after providing written notice to Parent (a "Notice of Superior Proposal") advising Parent that the Company 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 (ii) if Parent does not, within five (5) days of Parent's receipt of the Notice of Superior Proposal, make an offer that the Company Board by a majority vote determines in its good faith judgment (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation) to be at least as favorable to the Company's stockholders as such Superior Proposal, provided, however, that the Company shall not be entitled to enter into an agreement with respect to a Superior Proposal unless and until this Agreement is terminated pursuant to Section 6.1 and the Company has paid the fees required by Section 6.3. Any disclosure that the Company Board may be compelled to make with respect to the receipt of a Third Party Acquisition Proposal or otherwise in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Agreement, provided that such disclosure states that no action will be taken by the Company Board in violation of this Section 4.3(b). (c) For the purposes of this Agreement, "Third Party Acquisition Proposal" means, other than in connection with the Merger or as otherwise specifically contemplated by this Agreement, any proposal relating to (i) any merger, consolidation, share exchange, business combination, recapitalization or other similar transaction or series of related transactions involving the Company or any Subsidiary; (ii) any sale, lease, exchange, transfer or other disposition (including by way of merger, consolidation or exchange), in a single transaction or a series of related transactions, of the assets of the Company or any Subsidiary constituting fifteen percent (15%) or more of the consolidated assets of the Company or accounting for fifteen percent (15%) or more of the consolidated revenues of the Company; (iii) any tender offer, exchange offer or similar transactions or series of related transactions made by any person involving the Company's common stock constituting fifteen percent (15%) or more of the Company's common stock; (iv) the acquisition by any person (other than Parent or any of its affiliates) of beneficial ownership (as determined pursuant to Rule 13d-3 of the Exchange Act) or the formation of any group (as defined in Section 13(d) of the Exchange Act) to acquire beneficial ownership (as determined pursuant to Rule 13d-3 of the Exchange Act) of more than fifteen percent (15%) of the Company's common stock or the common stock of any Subsidiary of the Company; (v) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend (whether in cash or other property); (vi) the repurchase by the Company or any Subsidiary of more than fifteen (15%) of the outstanding Shares; (vii) the acquisition by the Company or any Subsidiary by merger, purchase of stock or assets, joint venture or otherwise of a direct or indirect ownership interest or investment in any person or business whose annual revenues or assets is equal to or greater than 20% of the annual revenues or assets of the Company and the Subsidiaries, taken as a whole, for and at the 12 month period ended September 30, 2003; or (viii) any other substantially similar transaction or series of related transactions that reasonably could be expected to result in the acquisition of a controlling interest in the Company. For purposes of this Agreement, a "Third Party" means a person (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) other than Parent, Acquisition or any affiliate thereof. For purposes of this Agreement, a "Superior Proposal" means any bona fide Third Party proposal (1) to acquire, directly or indirectly, for consideration consisting solely of cash and/or publicly-traded securities (including securities that will be publicly-traded immediately upon the consummation of such Superior Proposal), one hundred percent 100% of the Shares then outstanding, or all physical or substantially all of the assets of the Company; (2) that contains terms and electronic data access previously granted conditions that the Company Board by a majority vote determines in good faith (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation) to such Personbe more favorable to the Company's stockholders than the Merger but in any event, the consideration paid must be at least 5% greater than that offered by the Parent; (3) that the Company Board by a majority vote determines in its good faith judgment (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation and its legal counsel) to be reasonably capable of being completed (taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal); (4) that does not contain a "right of first refusal" or "right of first offer" with respect to any counter-proposal that Parent might make; and (5) that does not contain any "due diligence" condition and for which any financing upon which it is conditioned is committed.

No Solicitation or Negotiation. The Company agrees thatFrom and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VII, except as expressly permitted by this Section 5.025.3, neither it Parent nor any of its Subsidiaries nor any of shall, and Parent shall cause its or and its Subsidiaries’ officersdirectors, directors officers and employees shallnot to, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) their Representatives not to, directly or indirectly: (i) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise 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, any Company a Parent Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any Company Acquisition Proposal or way not permitted by this Section 5.3 with any inquiry, Person regarding any proposal or offer that the consummation of which would reasonably be expected to lead to constitute a Company Parent Acquisition Proposal; or; (iii) provide any information or data concerning Parent or any of its Subsidiaries to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that the consummation of which would reasonably be expected to lead to constitute a Company Parent Acquisition Proposal; or (iv) otherwise knowingly facilitate approve or recommend, make any effort public statement approving or attempt recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to make lead to, a Company Parent Acquisition Proposal. The Company Parent shall, and the Company Parent shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Parent Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Parent Acquisition Proposal, and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Parent Acquisition Proposal. The Company will promptly inform Parent shall not grant any waiver of, or agree to any amendment or modification to, any “standstill” agreement, to permit such Person to submit a Parent Acquisition Proposal; provided that the Persons referred foregoing shall not restrict Parent from permitting a Person to orally and non-publicly request the waiver of a “standstill” or similar obligation or from granting such a waiver, in each case, to the preceding sentence of extent the obligations undertaken Parent Board determines in this Section 5.02. The Company will promptly request from each Person good faith, after consultation with outside legal counsel, that has executed a confidentiality agreement in connection the failure to take such action would reasonably be expected to be inconsistent with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Persondirectors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.025.2, neither it nor any of the Company shall not, and shall cause its Subsidiaries nor any of its or and its Subsidiaries’ officersdirectors, directors officers and employees shallnot to, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and advisors or representatives (a Person’s directorscollectively, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit, knowingly encourage or otherwise 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 an Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to with any Company Acquisition Proposal or Person regarding any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or; (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would could reasonably be expected to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons individuals and entities referred to in the preceding sentence hereof of the obligations undertaken in this Section 5.025.2. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company an Acquisition Proposal to promptly return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.2(b), neither it nor any of the Company and its Subsidiaries nor any of its or its Subsidiaries’ officers, and their respective officers and directors and employees shall, and it the Company shall instruct cause its Subsidiaries to and the Company shall use its reasonable best efforts to cause its Representatives to (and its Subsidiaries’ investment bankersany violation of any provision of this Section 6.2 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), attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (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 Article VIII, not (1) initiate, solicit, solicit or knowingly encourage or otherwise 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 Company Acquisition Proposal; , (ii2) engage in or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal regarding, or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any non-public information or data concerning the Company or its Subsidiaries to any Person relating to or for purposes of facilitating, any Acquisition Proposal, (3) enter into any agreement or agreement in connection principle with respect to any Company Acquisition Proposal or any inquiry(other than a confidentiality agreement referred to in Section 6.2(b)), proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv4) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts Proposal or (5) agree to cause its Representatives to, immediately cease and cause to be terminated do any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personforegoing.

No Solicitation or Negotiation. The Company agrees that(i) During the Pre-Closing Period, except as expressly permitted by this Section 5.025.2, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors the Company and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankersdirectors and officers shall not, attorneys, accountants and other advisors, agents shall not direct any of its and representatives (a Person’s directors, officers, their respective employees, investment bankers, attorneys, accountants and other advisors, agents or representatives (collectively, along with such directors and representatives are hereinafter referred to as its officers, “Representatives”) not to, directly or indirectly: (iA) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL), any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any a Company Acquisition Proposal; (iiB) engage or otherwise participate in any discussions or negotiations relating or cooperate in any way with any Person regarding any proposal or offer the consummation of which would constitute a Company Acquisition Proposal; (C) provide any information or data concerning the Company or any of its Subsidiaries to any Person in connection with any proposal the consummation of which would constitute a Company Acquisition Proposal or for the purpose of soliciting, initiating, inducing, encouraging or facilitating a Company Acquisition Proposal; (D) enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to a Company Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Acquisition Proposal; or; (iiiE) provide adopt, approve or recommend or make any information public statement approving or data to any Person in connection with any Company Acquisition Proposal or recommending any inquiry, proposal or offer that would constitutes, or could reasonably be expected to lead to to, a Company Acquisition ProposalProposal (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); take any action or exempt any Person (other than Parent and its Subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or the Company’s organizational or other governing documents; or (ivF) otherwise knowingly facilitate resolve, publicly propose or agree to do any effort or attempt to make a Company Acquisition Proposal. of the foregoing. (ii) The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would could reasonably be expected to lead to a Company Acquisition Proposal, and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Company Acquisition Proposal. The As soon as reasonably practicable after the date of this Agreement, the Company will promptly inform the Persons referred shall deliver a written notice to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed entered into a confidentiality agreement in connection with its consideration anticipation of potentially making a Company Acquisition Proposal within the last 30 days, to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Company Acquisition Proposal, effective on the date hereof and requesting the prompt return or destroy (as provided in the terms destruction of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted furnished to such Person. The Company shall take all actions necessary to enforce its rights under the provisions of any “standstill” agreement between the Company and any Person (other than Parent), and, subject to Section 5.2(b), shall not grant any waiver of, or agree to any amendment or modification to, any such agreement, to permit such Person to submit a Company Acquisition Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 5.026.1, until the Specified Time, neither it the Company nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it the Company shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankersdirectors and officers not to, attorneys, accountants and shall not authorize or knowingly permit any of its other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not Representatives to, directly or indirectly: (i) Solicit, initiate, solicitor knowingly encourage, knowingly encourage or otherwise knowingly facilitate induce any inquiries or the making making, submission or announcement of any proposal proposal, offer or offer indication of interest that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; (ii) engage enter into, continue or otherwise participate or engage in any discussions or negotiations relating to regarding any Company Acquisition Proposal or any inquiry, proposal or offer indication of interest that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information , or data furnish to any Person in connection with any Company that is seeking to make or has made an Acquisition Proposal or any inquiry, proposal or offer indication of interest that would reasonably be expected to lead to a an Acquisition Proposal any information relating to the Company Acquisition Proposal; oror any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries; (iviii) otherwise knowingly facilitate enter into any effort letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or attempt to make similar agreement providing for the consummation of a Company transaction contemplated by any Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated Proposal or any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal indication of interest that would reasonably be expected to lead to an Acquisition Proposal (other than a Company Acquisition Proposal. The Company will promptly inform the Persons confidentiality agreement referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided 6.1(a) entered into in the terms of such confidentiality agreementcircumstances referred to in Section 6.1(a)); or (iv) all confidential information concerning terminate, amend, waive or fail to enforce any rights under any “standstill” or other similar agreement between the Company or any of its Subsidiaries and promptly terminate all physical any Person (other than the Parent). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Company may (A) furnish information with respect to the Company and electronic data access previously granted its Subsidiaries to any Qualified Person (and the Representatives of such Qualified Person), or (B) participate or 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 or (C) amend, or grant a waiver or release under, any standstill or similar agreement; provided, however, that in the case of any action taken pursuant to the foregoing clauses (A), (B) or (C), (1) none of the Company or any of its Subsidiaries shall have breached or violated in any material respect the terms of this Section 6.1 in connection with such Qualified Person, (2) prior to taking any of the actions set forth in clause (A) or (B) with respect to a Qualified Person, (x) the Company Board shall have determined in good faith (after consultation with outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary obligations under applicable law, (y) the Company shall have entered into a confidentiality agreement the terms of which are no less favorable with respect to the Company than the Confidentiality Agreement (which confidentiality agreement shall not include any provisions that would prevent or restrict the Company or its Representatives from providing any information to the Parent to which the Parent would be entitled under any provision of this Agreement) and (z) the Company shall have given the Parent written notice of the Company’s determination that such Person is a Qualified Person and (3) contemporaneously with furnishing any information to such Person, the Company furnishes such information to the Parent (to the extent such information has not been previously furnished or made available by the Company to the Parent).

No Solicitation or Negotiation. The Company agrees thatFrom and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VII, except as expressly permitted by this Section 5.025.2, neither it the Company nor any of its Subsidiaries nor any of shall, and the Company shall cause its or and its Subsidiaries’ officersdirectors, directors officers and employees shallnot to, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ their respective investment bankers, attorneys, accountants and other advisors, agents and or representatives (a Person’s collectively, along with such directors, officers, officers and employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise 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, any a Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any Company Acquisition Proposal or way not permitted by this Section 5.2 with any inquiry, Person regarding any proposal or offer that the consummation of which would reasonably be expected to lead to constitute a Company Acquisition Proposal; or; (iii) provide any information or data concerning the Company or any of its Subsidiaries to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that the consummation of which would reasonably be expected to lead to constitute a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate approve or recommend, make any effort public statement approving or attempt recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to make lead to, a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal, and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Company Acquisition Proposal. The Company will promptly inform the Persons referred shall not grant any waiver of, or agree to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each any amendment or modification to, any “standstill” agreement, to permit such Person that has executed a confidentiality agreement in connection with its consideration of making to submit a Company Acquisition Proposal to return or destroy (as Proposal; provided in that the terms of such confidentiality agreement) all confidential information concerning foregoing shall not restrict the Company from permitting a Person to orally and non-publicly request the waiver of a “standstill” or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted similar obligation or from granting such a waiver, in each case, to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such Personaction would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.2, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallthe Company shall not, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ directors, officers and employees not to, and shall instruct and use its best efforts to cause its investment bankers, attorneys, accountants and other advisors, agents and advisors or representatives (a Person’s directorscollectively, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit, knowingly encourage or otherwise 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 an Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to with any Company Acquisition Proposal or Person regarding any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or; (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company potential Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would could reasonably be expected to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons individuals and entities referred to in the preceding sentence hereof of the obligations undertaken in this Section 5.026.2. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company an Acquisition Proposal to promptly return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees thatFrom and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VII, except as expressly permitted by this Section 5.025.2, neither it the Company nor any of its Subsidiaries nor any of shall, and the Company shall cause its or and its Subsidiaries’ officersdirectors, directors officers and employees shallnot to, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ their respective investment bankers, attorneys, accountants and other advisors, agents and or representatives (a Person’s collectively, along with such directors, officers, officers and employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise 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, any a Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any Company Acquisition Proposal or way not permitted by this Section 5.2 with any inquiry, Person regarding any proposal or offer that the consummation of which would reasonably be expected to lead to constitute a Company Acquisition Proposal; or; (iii) provide any information or data concerning the Company or any of its Subsidiaries to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that the consummation of which would reasonably be expected to lead to constitute a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate approve or recommend, make any effort public statement approving or attempt recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to make lead to, a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal, and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Company Acquisition Proposal. The Company will promptly inform shall take all actions necessary to enforce its rights under the Persons referred provisions of any “standstill” agreement between the Company and any Person (other than Parent), and shall not grant any waiver of, or agree to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making any amendment or modification to, any such agreement, to permit such person to submit a Company Acquisition Proposal to return or destroy (as Proposal; provided in that the terms of such confidentiality agreement) all confidential information concerning foregoing shall not restrict the Company from permitting a Person to orally and non-publicly request the waiver of a “standstill” or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted similar obligation or from granting such a waiver, in each case, to the extent the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such Personaction would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Subject to the terms of this Section 5.3, from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees thatwill, except and will cause its Subsidiaries and its and their respective Representatives (other than with respect to, in each case, any Excluded Party, which has reaffirmed its Acquisition Proposal to the Company Board within twenty-four (24) hours of the No-Shop Period Start Date, but only for so long as expressly permitted such Person is and remains an Excluded Party) to cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 5.025.3(b), neither it nor 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 in connection with its consideration of making an Acquisition Proposal within the twelve (12) month period immediately preceding the No-Shop Period Start Date and will (i) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (ii) terminate all access granted to any such Person and its Representatives to any physical data room the VDR or any other diligence access to non-public information regarding the Company Group made available in connection with an Acquisition Proposal. Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date 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 instruct, authorize or knowingly permit any of its Subsidiaries nor their respective officers and directors or any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and their other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not Representatives to, directly or indirectly: , (iA) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (iiB) engage other than with respect to any Excluded Party which has reaffirmed its Acquisition Proposal to the Company Board within twenty-four (24) hours of the No-Ship Period Start Date, and its Representatives (but only for so long as the applicable Person is and remains an Excluded Party), furnish to any Person (other than to Parent, Merger Sub or otherwise participate any designees of Parent or Merger Sub) 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, Merger Sub or any designees of Parent or Merger Sub), in any discussions such case with the specific intent to induce the making, submission or negotiations relating announcement of, or to any Company knowingly encourage, facilitate or assist an Acquisition Proposal or the making of any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iiiC) provide any information participate or data to any Person engage in connection discussions, communications or negotiations with any Company Third Person with respect to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 5.3); (D) approve, endorse or recommend any inquiry, proposal that constitutes or offer that would reasonably be expected to lead to a Company to, an Acquisition Proposal; or or (ivE) otherwise knowingly facilitate enter into any effort letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or attempt other Contract relating to make a an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Acquisition Proposal. The Company shallwill not be required to enforce, and will be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives toBoard (or any committee thereof) if the Company Board has determined in good faith, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection after consultation with its consideration of making a Company Acquisition Proposal outside counsel that failure to return or destroy (as provided in the terms of take such confidentiality agreement) all confidential information concerning the Company or any of action would be inconsistent with its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personfiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees thatEach Stockholder shall not, except as expressly permitted by this Section 5.02, neither it nor and shall not authorize or permit any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not Representatives to, directly or indirectly: , (ia) solicit, initiate, solicitpropose or knowingly induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer with respect to, that constitutesconstitutes or could reasonably be expected to lead to, an Acquisition Proposal; (b) 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 personnel, of the Company or any of its Subsidiaries, in any such case with the intent to knowingly induce the making, submission or announcement of, or to knowingly encourage or knowingly facilitate, any proposal or offer with respect to, that constitutes or would reasonably be expected to lead to, any Company to an Acquisition Proposal; ; (iic) participate or engage or otherwise participate in any discussions or negotiations relating with any Person with respect to any Company an Acquisition Proposal (or any inquiryinquiries, proposal proposals or offer offers that would reasonably be expected to lead to a Company an Acquisition Proposal); (d) approve, endorse or recommend an Acquisition Proposal; or or (iiie) provide approve, recommend or enter into, or propose to approve, recommend to enter into, any information or data to any Person in connection with any Company Alternative Acquisition Proposal or any inquiryAgreement. Following the execution of this Agreement, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, each Stockholder shall immediately cease and the Company shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to, to immediately cease and cause to be terminated any discussions and discussions, communications or negotiations with any Person conducted heretofore (other than the Parties and their respective Representatives) in connection with respect to any Company an Acquisition Proposal, Proposal (or proposal proposals or offers that would could reasonably be expected to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons referred to ) by such Person, in the preceding sentence each case that exists as of the obligations undertaken date of this Agreement. Notwithstanding anything to the contrary in this Section 5.02. The Company will promptly request from 7.1, each Person Stockholder may engage in such activities solely to the extent that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any is permitted to engage in such activities pursuant to Section 5.3(b) of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personthe Merger Agreement.

No Solicitation or Negotiation. The Company Amcor agrees that, except as expressly permitted by this Section 5.025.4, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallshall not, and it shall instruct cause the Amcor Subsidiaries and each of its and the Amcor Subsidiaries’ respective directors, officers and employees not to, and it shall use reasonable best efforts to cause its and its the Amcor Subsidiaries’ respective third-party consultants, financial advisors, accountants, legal counsel, investment bankers, attorneys, accountants bankers and other advisorsthird party agents, agents advisors and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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 Amcor Competing Proposal; (ii) engage or otherwise participate in any discussions or negotiations with any third party relating to any Company Acquisition Amcor Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition an Amcor Competing Proposal; or; (iii) provide any non-public information or data to any Person in connection with with, related to or in contemplation of any Company Acquisition Amcor Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition an Amcor Competing Proposal; (iv) amend, grant any waiver or release under or fail to enforce any standstill or similar agreement with respect to any class of equity securities of Amcor or any of the Amcor Subsidiaries, unless the Amcor Board of Directors determines after considering advice from outside legal counsel that the failure to amend, waive, release or fail to enforce such provision would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (v) consent to or agree that takeover offers and accompanying documents be sent earlier under section 633(6) of the Australian Act; (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other agreement relating to an Amcor Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Amcor Competing Proposal (other than an Amcor Competing Proposal NDA); or (ivvii) otherwise knowingly facilitate (A) fail to make, withdraw or modify in a manner adverse to Bemis, or publicly propose to fail to make, withdraw or modify in a manner adverse to Bemis, the Amcor Board Recommendation, (B) fail to include the Amcor Board Recommendation in the Scheme Booklet, (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve an Amcor Competing Proposal or (D) fail to reaffirm, by way of an ASX announcement, the Amcor Board Recommendation by the close of business on the 10th Business Day after the commencement of an Amcor Competing Proposal pursuant to a publicly announced takeover bid under Australian Law (any effort of the foregoing in this Section 5.4(a)(vii), an “Amcor Adverse Recommendation Change”). Nothing contained herein shall prevent the Amcor Board of Directors from making a customary statement that Amcor Shareholders should, with respect to an unsolicited Amcor Competing Proposal and during a period of no more than ten business days from the date of commencement of such Amcor Competing Proposal, “take no action pending further advice” (or attempt words to make that effect); provided, however, that any such statement that constitutes or contains an Amcor Adverse Recommendation Change shall be subject to the provisions of this Section 5.4(a) (it being understood, for the avoidance of doubt, that a Company Acquisition Proposaldisclosure that constitutes only a customary “take no action pending further advice” statement with respect to an unsolicited Amcor Competing Proposal and during a period of no more than ten business days from the date of commencement of such Amcor Competing Proposal or similar communication shall not in and of itself be deemed to be an Amcor Adverse Recommendation Change). The Company Amcor shall, and the Company Amcor shall cause its the Amcor Subsidiaries and each of its and the Amcor Subsidiaries’ respective directors, officers and employees to, and shall use its reasonable best efforts to cause its Representatives and the Amcor Subsidiaries’ respective third-party consultants, financial advisors, accountants, legal counsel, investment bankers and other third party agents, advisors and representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Amcor Competing Proposal, or proposal or offer that would reasonably be expected to lead to a Company Acquisition an Amcor Competing Proposal. The Company Amcor will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.025.4. The Company Amcor will promptly (and in each case within 24 hours from the date of this Agreement) request from each Person (and such Person’s Representatives) that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition an Amcor Competing Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company Amcor or any Amcor Subsidiary and shall promptly (and in each case within 24 hours from the date of its Subsidiaries and promptly this Agreement) terminate all physical and electronic data access previously granted to each such Person.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.025.3, neither it nor any 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 nor any of its or its Subsidiaries’ officersshall not, directors and shall cause the directors, officers and employees shallof it and its Subsidiaries not to, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, solicitpropose, induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate assist, any inquiries or the making inquiry, proposal, indication of any proposal interest or offer that constitutes, constitutes or would could reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) engage furnish to any Person (other than Parent, Proton Parent, Merger Sub or otherwise participate any designees of Parent, Proton 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 personnel, of the Company or any of its Subsidiaries, in any discussions or negotiations relating to such case in connection with any Company Acquisition Proposal or any inquiry, proposal proposal, indication of interest or offer that would could reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information participate or data to engage in or continue discussions or negotiations with any Person in connection with any Company relating to an Acquisition Proposal (or any inquiryinquiries, proposal proposals, indications of interest or offer offers that would could 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 solely in order to clarify the terms of the Acquisition Proposal in connection with determining whether the Acquisition Proposal constitutes a Company Superior Proposal; (iv) approve, endorse or recommend an Acquisition Proposal; or (ivv) otherwise knowingly facilitate enter into any effort letter of intent, memorandum of understanding, merger agreement, acquisition agreement or attempt other Contract relating to make a Company an Acquisition ProposalTransaction, 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”). The Company shall, Promptly (and in any event within 24 hours) following the execution of this Agreement the Company shall cause request the return or destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person (other than Parent and its Affiliates) with whom a confidentiality agreement was entered into at any time within the twelve-month period immediately preceding the date hereof with respect to a potential Acquisition Transaction, and shall immediately upon the execution hereof cease and shall cause each of its Subsidiaries and each of its and its Subsidiaries’ directors, officers and employees to and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, to immediately (x) cease and cause to be terminated any discussions and discussions, communications or negotiations with any Person conducted heretofore with respect (other than the Parties and their respective Representatives) relating to any Company an Acquisition ProposalProposal (or inquiries, proposals, indications of interest or proposal offers that would could reasonably be expected to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons referred to ) by such Person, in the preceding sentence each case that exists as of the obligations undertaken date of this Agreement and (y) shut off all access of any Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to the Transactions or any Acquisition Proposal (or inquiries, proposals, indications of interest or offers that could reasonably be expected to lead to an Acquisition Proposal). 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 shall enforce, to the fullest extent permitted under applicable Law, and will not waive, terminate or modify, any provision of any standstill or similar provision that prohibits or purports to prohibit a proposal being made to the Company or Company Board (or any committee thereof) unless the Company Board has determined in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection good faith, after consultation with its consideration financial advisors and outside legal counsel, that failure to take such action for the purpose of making permitting a Company Person to make a private Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of Board would be inconsistent with its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personfiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees thatBetween the date hereof and the Closing Date, except as expressly permitted by this Section 5.02, neither it the Shareholders shall not (nor shall the Shareholders permit Endan or the Subsidiaries or any of its Subsidiaries nor any of its Endan's or its the Subsidiaries’ 's officers, directors and employees directors, employees, agents, representatives, or affiliates or cause any person on behalf of the Shareholders to) other than in accordance with this Agreement, initiate, entertain or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with, or provide information to any person relating to, or execute, consummate or close any possible acquisition of Endan or the Subsidiaries, whether by way of merger, purchase of shares, purchase of assets or otherwise. Each Shareholder shall, and it shall instruct cause Endan and use reasonable best efforts the Subsidiaries to, promptly notify DSI in the event it receives any proposal or inquiry from a third party concerning a proposed acquisition of Endan or the Subsidiaries, including the terms and conditions thereof and the identity of the party submitting such proposal, and shall advise DSI from time to cause its time of the status and its Subsidiaries’ investment bankersany material developments concerning the same. Between the date hereof and the Closing Date, attorneysDSSI shall not (nor shall DSSI permit DSI or the DSI Subsidiaries or any of DSI's or DSSI' officers, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankersagents, attorneysrepresentatives, accountants and or affiliates or cause any person on behalf of DSSI to) other advisorsthan in accordance with this Agreement, agents and representatives are hereinafter referred initiate, entertain or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with, or provide information to as its “Representatives”) not any person relating to, directly or indirectly: (i) initiateexecute, solicit, knowingly encourage consummate or otherwise knowingly facilitate close any inquiries possible acquisition of DSI or the making DSI Subsidiaries, whether by way of merger, purchase of shares, purchase of assets or otherwise. DSSI shall, and it shall cause DSI and the DSI Subsidiaries to, promptly notify Endan in the event it receives any proposal or offer that constitutesinquiry from a third party concerning a proposed acquisition of DSI or the DSI Subsidiaries, or would reasonably be expected to lead to, any Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shallincluding the terms and conditions thereof and the identity of the party submitting such proposal, and the Company shall cause its Subsidiaries and use its reasonable best efforts advise Endan from time to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence time of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information status and any material developments concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personsame.

No Solicitation or Negotiation. The During the Pre-Closing Period, Sellers and the Company agrees that, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallshall not, and it shall instruct ensure that no Acquired Company and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives no Representative of any Acquired Company or any Seller shall: (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”a) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries the initiation or the making submission of any expression of interest, inquiry, proposal or offer that constitutes, or would reasonably be expected from any Person (other than Purchaser) relating to lead to, any Company a possible Acquisition Proposal; Transaction; (iib) engage or otherwise participate in any discussions or negotiations or enter into any agreement, understanding or arrangement with, or provide any non-public information to, any Person (other than Purchaser, Sellers’ Representative or their Representatives or Sellers’ counsel and advisors) relating to or in connection with a possible Acquisition Transaction; or (c) entertain or accept any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead from any Person (other than Purchaser) relating to a possible Acquisition Transaction. Promptly (and in any event within five (5) days) after the date of this Agreement, the Company Acquisition Proposal; or shall request each Person (iiiother than any Seller or Sellers’ Representative) provide any information that has entered into a confidentiality or data to any Person similar agreement with an Acquired Company during the twelve (12) months preceding the date of this Agreement in connection with such Person’s consideration of a possible Acquisition Transaction to return or destroy all Confidential Information previously furnished to such Person by or on behalf of any Company Acquisition Proposal of the Acquired Companies, in accordance with the terms of such confidentiality or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shallsimilar agreement, and the Company shall cause its Subsidiaries and use its commercially reasonable best efforts to cause its Representatives to, immediately cease and cause each such Person to be terminated any discussions and negotiations promptly comply with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposalsuch request. The Company will shall promptly inform (and in any event within one (1) Business Day after receipt thereof) give Purchaser written notice of any written or, to the Persons referred Knowledge of the Company, oral inquiry, indication of interest, proposal, offer or request for non-public information relating to a possible Acquisition Transaction that is received by any Acquired Company, any Seller or any Representative of any Acquired Company or Seller during the Pre-Closing Period. Such notice shall include the identity of the Person making or submitting such inquiry, indication of interest, proposal, offer or request, and the material terms and conditions thereof, subject, in the preceding sentence case of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration disclosure of making a Company Acquisition Proposal to return or destroy (as provided in the terms identity of such Person, to any confidentiality agreement) all confidential information concerning obligations existing at the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such PersonAgreement Date.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.2 (including Section 6.2(c)) and except as may relate to any Excluded Party, neither it nor the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall cause the Company Representatives to, (i) at 12:00 a.m. (Nashville time) on the 31st calendar day after the date of the Prior 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 nor to any of Person and its Representatives, its Affiliates and its prospective equity and debt financing sources), discussions or its Subsidiaries’ officersnegotiations (or any other actions permitted by Section 6.2(a)) with any Persons that may be ongoing with respect to any inquiry, directors and employees shallproposal or Acquisition Proposal, and it 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 instruct and use reasonable best efforts also request such Person to cause its return or destroy promptly all confidential information concerning the Company and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents the Company shall take all reasonably necessary actions to secure its rights and representatives (a ensure the performance of any such Person’s directorsobligations under any applicable confidentiality agreement (including enforcement of any applicable standstill provision), officersand (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, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: indirectly (iA) initiate, solicit, knowingly facilitate or knowingly encourage (publicly or otherwise knowingly facilitate otherwise) (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 and its Affiliates) 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 Company to an Acquisition Proposal; , (iiB) engage or enter into, continue or otherwise participate in any discussions or negotiations relating with respect to, or provide any non-public information or data concerning, the Company or its Subsidiaries to any Company 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 inquiryPerson any waiver, proposal amendment or release under any standstill or confidentiality agreement, the Rights Agreement or any Takeover Statute (in each case, other than (if the Board first 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 thereunder for the sole purpose of allowing any Person or Group to make an Acquisition Proposal or an offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or ) or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (ivD) otherwise knowingly facilitate any such inquiries, proposals, discussion or negotiations or any effort or attempt by any Person to make a Company an Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated A breach by any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, Subsidiary or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence Representative of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries of this Section 6.2 shall constitute a breach by the Company of this Section 6.2. Within twenty-four (24) hours following the No-Shop Period Start Date, the Company will notify Parent of the number and promptly terminate all physical identity of Excluded Parties and, subject to the ability of the Company to make a Recommendation Withdrawal pursuant to and electronic data access previously granted to such Personin accordance with this Section 6.2, the Company’s Board of Directors shall publicly expressly reaffirm the Company Board Recommendation.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the terms of this Section 5.024.3, neither it nor any from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company will, and will cause its Subsidiaries nor any of and its or its Subsidiaries’ officers, directors and employees shalltheir respective officers and directors, and it shall will instruct and use reasonable best efforts to cause each of its other Representatives to cease and cause to be terminated any discussions or negotiations with any Third Person and its Subsidiaries’ investment bankersRepresentatives relating to any Acquisition Proposal or Acquisition Transaction that are not expressly permitted by this Section 4.3(b), attorneysrequest 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 with respect to an Acquisition Proposal was entered into at any time within the twelve (12) 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 Third Person or its Representatives; and (B) immediately terminate all access granted to any such Third Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 4.3(c), accountants from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company and its Subsidiaries will not, will cause their officers and directors not to, and will use reasonable best efforts to cause their other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate assist, any inquiries or the making of any Inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) engage furnish to any Third Person any non-public information relating to the Company Group or afford to any Third Person access to the business, properties, assets, books, records or other similar information, or to any personnel, of the Company Group, or otherwise participate knowingly cooperate in any discussions way with such Third Person in any such case with the intent to induce, or negotiations relating that could reasonably be expected to any Company result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or the making of any inquiryInquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information participate or data to any Person engage in connection discussions, communications or negotiations with any Company Third Person with respect to an Acquisition Proposal or with respect to any inquiryInquiries from Third Persons relating to the making of an Acquisition Proposal, proposal other than solely informing such Third Persons of the existence of the provisions contained in this Section 4.3 (without knowingly conveying, requesting or attempting to gather any other information except as otherwise permitted hereunder); (iv) approve, endorse or recommend any proposal, offer or Inquiry that constitutes or would reasonably be expected to lead to a Company to, an Acquisition Proposal; or or (ivv) otherwise knowingly facilitate enter into any effort letter of intent, agreement in principle, term sheet, memorandum of understanding, merger agreement, acquisition agreement or attempt other instrument relating to make a an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, term sheet, memorandum of understanding, merger agreement, acquisition agreement or other instrument relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). From the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Acquisition Proposal. The Company shallwill be required to enforce, and will not be permitted to waive, release, forebear in the enforcement of, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company shall cause Board (or any committee thereof) (unless the Company Board has determined in good faith, after consultation with its Subsidiaries and use its reasonable best efforts outside counsel, that failure to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that take such action would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection be inconsistent with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personfiduciary duties under applicable Law).

No Solicitation or Negotiation. The Company agrees hereby covenants that, except as expressly permitted by this Section 5.025.2, neither it nor any of the Company shall not, and the Company shall use its Subsidiaries nor any of reasonable commercial efforts to instruct and cause its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisorsadvisors or representatives (such officers, agents directors, employees, investment bankers, attorneys, accountants and representatives are hereinafter referred to as its “other advisors or representatives, collectively, "Representatives”") not to, directly or indirectly: (i) initiate, solicit, initiate or knowingly encourage take any action to facilitate or otherwise knowingly facilitate encourage, whether publicly or otherwise, the submission of any inquiries or the making of any inquiry, proposal or offer or other efforts or attempts that constitutes, or would could reasonably be expected to lead to, any Company Acquisition ProposalProposal (as defined below); (ii) engage enter into, or otherwise participate in any discussions or negotiations relating regarding, or furnish to any Company Acquisition Proposal person any non-public information for the purpose of encouraging or facilitating, any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide enter into any information letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or data similar agreement with respect to any Person in connection with any Company Acquisition Proposal or enter into any inquiryagreement or agreement in principle requiring the Company to abandon, proposal terminate or offer that would reasonably be expected fail to lead consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate do any effort or attempt to make a Company Acquisition Proposalof the foregoing. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause direct its Representatives to, cease immediately cease and cause to be terminated any all discussions and negotiations that commenced prior to the date of this Agreement regarding any Acquisition Proposal existing on the date of this Agreement and shall use its (and will cause the Company Representatives to use their) commercially reasonable efforts to require the other parties thereto to promptly return or destroy in accordance with the terms of such agreement any Person conducted heretofore with respect confidential information previously furnished by the Company, its Subsidiaries or its Representatives thereunder. Notwithstanding anything to any the contrary set forth in this Agreement the Company Acquisition Proposalmay, or proposal that to the extent failure to do so would reasonably be expected to result in a breach of the fiduciary obligations of the Company's Board of Directors under applicable law, as determined in good faith by the Company's Board of Directors after consultation with outside counsel, in response to (1) a Superior Proposal (as defined below) or (2) a bona fide, unsolicited written Acquisition Proposal that the Company's Board of Directors determines in good faith after consultation with outside counsel and its financial advisor is or is reasonably likely to lead to a Superior Proposal (any such Acquisition Proposal, a "Potential Superior Proposal"), (x) furnish information with respect to the Company to the person making such Superior Proposal or Potential Superior Proposal and its Representatives (provided that the Company shall promptly make available to the Buyer any material non-public information concerning the Company or its Subsidiaries that is made available to any person given such access which was not previously made available to the Buyer) pursuant to a customary confidentiality agreement for a period of not less than eighteen months, with a six-month standstill provision and an eighteen-month non solicitation provision and (y) participate in discussions or negotiations with such person and its Representatives regarding any such Superior Proposal or Potential Superior Proposal. The Company shall promptly advise the Buyer of the receipt by the Company of any Acquisition Proposal or any request for non public information made by any person or group of persons that has informed the Company it is considering making an Acquisition Proposal or any request for discussions or negotiations with the Company or the Company Representatives relating to an Acquisition Proposal (in each case within 48 hours of receipt thereof), and the Company shall provide to the Buyer (within such 48-hour time frame) a written summary of the material terms of such Acquisition Proposal (it being understood that such material terms shall include the identity of the person or group of persons making the Acquisition Proposal) and if the Company determines to begin providing information or to engage in discussions regarding an Acquisition Proposal. The Company will promptly inform shall keep the Persons referred Buyer reasonably informed of any material change to in the preceding sentence terms and conditions of the obligations undertaken in this Section 5.02any Acquisition Proposal. The Company agrees that it and its Subsidiaries will promptly request from each Person that has executed a not enter into any confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal any person subsequent to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning date hereof which prohibits the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted from providing such information to such Personthe Buyer.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the final sentence of this Section 5.025.3(a), neither it nor 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 pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall not, and shall not authorize or knowingly permit any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not their respective Representatives to, directly or indirectly: , (iA) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer that constitutesconstitutes or could reasonably be expected to lead to, an Acquisition Proposal; (B) 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 personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage or knowingly facilitate, any proposal or offer that constitutes or would reasonably be expected to lead to, any Company to an Acquisition Proposal; ; (iiC) participate or engage or otherwise participate in any discussions or negotiations relating with any Person with respect to any Company an Acquisition Proposal (or any inquiryinquiries, proposal proposals or offer offers that would could 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 in connection with determining whether the Acquisition Proposal constitutes a Company Superior Proposal; (D) approve, endorse or recommend an Acquisition Proposal; or or (iiiE) provide enter into any information letter of intent, memorandum of understanding, merger agreement, acquisition agreement or data other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any Person in connection with any Company such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Proposal or any inquiryTransaction, proposal or offer that would reasonably be expected an “Alternative Acquisition Agreement”). Subject to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shallthe following two sentences of this Section 5.3(a), and subject to the terms of Section 5.3(b), promptly (and in any event within two Business Days) following the execution of this Agreement the Company shall request the return or destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person (other than Parent and its Affiliates) with whom a confidentiality agreement was entered into at any time within the six-month period immediately preceding the date hereof with respect to an Acquisition Proposal, and shall immediately cease and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives toto immediately (x) cease any discussions, immediately cease and cause to be terminated any discussions and communications or negotiations with any Person conducted heretofore (other than the Parties and their respective Representatives) in connection with respect to any Company an Acquisition Proposal, Proposal (or proposal proposals or offers that would could reasonably be expected to lead to a Company an Acquisition Proposal) by such Person, in each case that exists as of the date of this Agreement and (y) shut off all access of any Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to the Transactions. The 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 promptly inform be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or similar provision that prohibits or purports to prohibit a proposal being made to the Persons referred to Company Board (or any committee thereof) unless the Company Board (or any committee thereof) has determined in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection good faith, after consultation with its consideration of making a Company Acquisition Proposal outside legal counsel, that failure to return or destroy (as provided in the terms of take such confidentiality agreement) all confidential information concerning the Company or any of action would be reasonably likely to be inconsistent with its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personfiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.2, neither it nor any of the Company shall not, and shall cause its Subsidiaries nor any of and its or its Subsidiaries’ officersand their respective directors, directors officers and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectlyand shall instruct, and use its commercially reasonable efforts to cause, its and their respective Representatives not to: (i) solicit, initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any a Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to with any Person regarding any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or; (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate enter into any effort letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, lease agreement or attempt other agreement (other than a confidentiality agreement referred to make a in Section 6.2(b) entered into in compliance with this Section 6.2(a)) relating to any Company Acquisition ProposalProposal (a “Company Alternative Acquisition Agreement”). The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, (A) immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that could reasonably be expected to lead to a Company Acquisition Proposal, (B) promptly (and, in any event, within twenty-four (24) hours of the execution of this Agreement) terminate access by any third Person to any physical or electronic data room relating to any Company Acquisition Proposal, or any proposal that could reasonably be expected to lead to a Company Acquisition Proposal, and (C) except as otherwise directed by Parent, promptly (and, in any event, within seventy-two (72) hours of the execution of this Agreement) request the prompt return or destruction of any confidential information provided to any third Person within the nine (9) months immediately preceding the date of this Agreement in connection with any Company Acquisition Proposal, or any proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Notwithstanding any provision of this Section 6.2(a) to the contrary, the Company will promptly inform shall not grant any waiver or release under, or fail to enforce, any standstill or similar agreement; provided that, prior to (1) the Persons referred to time the Support Agreements are delivered and executed in accordance with Section 6.4(a) or (2) in the preceding sentence event of a Company Shareholder Meeting Election following a Support Agreement Failure, the obligations undertaken time the Company Shareholder Approval is obtained, the foregoing shall not restrict the Company from permitting a Person to request the waiver of a “standstill” or similar obligation or from granting such a waiver, in this Section 5.02each case, if the Company’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. The Company will promptly request from each Person that has executed shall provide written notice to Parent of any waiver or release of any standstill by the Company, including the disclosure of the identity of the party thereto and a confidentiality agreement in connection with its consideration summary of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personmaterial circumstances related thereto.

No Solicitation or Negotiation. The Company agrees thatSellers and each Majority Shareholder, except severally and not jointly, agree as expressly permitted by follows: (a) Unless and until such time as this Section 5.02Agreement is otherwise terminated in accordance with SECTION 7.1, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors each Seller and employees each Majority Shareholder shall, and it shall instruct and use reasonable best efforts to 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 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 Subsidiaries’ investment bankersrespective Representatives, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: , (i) initiate, solicit, knowingly participate in, initiate or encourage (including by way of furnishing information), or otherwise 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 Company Acquisition Proposal; Proposal or (ii) engage or otherwise participate in any discussions or negotiations relating (including by way of furnishing information) regarding any Acquisition Proposal; PROVIDED, HOWEVER, that if, at any time before the date on which the definitive Information Statement is filed with the SEC (or, if earlier, mailed to any Company the 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, or is reasonably likely to be, necessary in order to comply with its fiduciary duties under Law and that such Acquisition Proposal or any inquiry, proposal or offer that would is reasonably be expected 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 that Company 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; or. (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) provide cause Company to enter into any information or data agreement related to any Person in connection with any Company Acquisition Proposal or any inquiry(other than a confidentiality and standstill agreement with respect to an Acquisition Proposal as contemplated by SECTION 5.6(A)). (c) If, proposal or offer 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 would such action is necessary in order to comply with its fiduciary duties under Law and that such Acquisition Proposal is reasonably be expected likely to lead to a superior proposal for the common shareholders of Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt as compare to make a Company Acquisition Proposal. The Company shallthe 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 shall cause has complied in all respects with its Subsidiaries obligations under this SECTION 5.6 and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations has negotiated in good faith with any Person conducted heretofore 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 proposal that would reasonably be expected to lead to a Company Acquisition Proposal and the identity of the Person making such request or Acquisition Proposal. The 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 inform 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 Persons referred Exchange Act or from making any disclosure to Company's shareholders if, in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any good faith judgment of its Subsidiaries and promptly terminate all physical and electronic data access previously granted Board of Directors, after consultation with outside counsel, failure so to such Persondisclose would be inconsistent with Law; PROVIDED, HOWEVER, that neither Company nor its Board of Directors shall, except as specifically permitted by SECTION 5.6(C), withdraw or modify, or propose to withdraw or modify, its Recommendation or approve or recommend, or propose to approve or recommend, an Acquisition Proposal.

No Solicitation or Negotiation. The Company Anaconda agrees that, except as expressly permitted by this Section 5.025.4 (including if required under Section 5.4(a) and including as expressly permitted by Section 5.4(e)), neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallshall not, and it shall instruct cause the Anaconda Subsidiaries and each of its and the Anaconda Subsidiaries’ respective directors, officers and employees not to, and it shall use reasonable best efforts to cause its and its the Anaconda Subsidiaries’ respective third-party consultants, financial advisors, accountants, legal counsel, investment bankers, attorneys, accountants bankers and other advisorsthird party agents, agents advisors and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, 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, or would reasonably be expected to lead to, any Company Acquisition Anaconda Competing Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations with any Anaconda Third Party with respect to, relating to or in furtherance of any Company Acquisition Anaconda Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition an Anaconda Competing Proposal; or; (iii) provide any non-public information or data or access to the properties, assets or employees of Anaconda or its Subsidiaries to any Person Anaconda Third Party in connection with with, related to or in contemplation of any Company Acquisition Anaconda Competing Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition an Anaconda Competing Proposal; or; (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations discuss with any Person conducted heretofore with respect to any Company Acquisition ProposalAnaconda Third Party, approve or recommend, or propose to discuss, approve or recommend, or execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, in each case of the foregoing relating to an Anaconda Competing Proposal or any inquiry, proposal or offer, in each case of the foregoing that would reasonably be expected to lead to an Anaconda Competing Proposal (other than a Company Acquisition Proposal. The Company will promptly inform confidentiality agreement as provided in Section 5.4(e)(i) entered into in compliance with Section 5.4(e)(i)); or (v) submit any Anaconda Competing Proposal to the Persons referred to in the preceding sentence vote of the obligations undertaken Anaconda Shareholders; provided, that notwithstanding anything to the contrary in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company 5.4, Anaconda or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted Representatives may, in response to such Personan unsolicited inquiry or proposal from an Anaconda Third Party, inform an Anaconda Third Party or its Representative of the restrictions imposed by the provisions of this Section 5.4 (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder).

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 5.026.1, neither it during the Pre-Closing Period the Company shall not, nor shall the Company authorize or permit any of its Subsidiaries to, nor any of shall the Company authorize its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisorsadvisors or representatives (such directors, agents officers, employees, investment bankers, attorneys, accountants, other advisors and representatives are hereinafter referred to as its representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly initiate or encourage or otherwise 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 Proposal;; or (ii) engage enter into, continue or otherwise participate in any discussions or negotiations relating regarding, or furnish to any person any non-public information for the purpose of encouraging or facilitating, any Acquisition Proposal. Notwithstanding 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, unsolicited written Acquisition Proposal made or any inquiry, proposal or offer received after the date of this Agreement that would the Company Board determines in good faith after consultation with outside counsel and its financial advisor is reasonably be expected likely to lead to a Superior Proposal, in each case that did not result from a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not, in the aggregate, less restrictive of the other party than the Confidentiality Agreement and (y) engage in discussions or negotiations (including solicitation of a revised Superior Proposal or Acquisition Proposal; or (iii) provide with such person and its Representatives regarding any information or data to any Person in connection with any Company Acquisition Superior Proposal or any inquiryAcquisition Proposal, proposal and (B) in response to a Superior Proposal or offer an inquiry that would is reasonably be expected likely to lead to a Superior Proposal, in each case that did not result from a breach by the Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shallof this Section 6.1, and the Company shall cause its Subsidiaries and use its reasonable best efforts subject to cause its Representatives tocompliance with Section 6.1(c), immediately cease and cause to be terminated amend, or grant a waiver or release under, any discussions and negotiations with any Person conducted heretofore standstill or similar agreement with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such PersonCommon Stock.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 5.026.1, neither the Company shall not, nor shall it nor authorize or permit or encourage any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and other advisorsrepresentatives, agents and representatives are hereinafter referred to as its collectively, “Representatives”) not to, to directly or indirectly: (i) solicit, initiate, solicit, knowingly induce or encourage or otherwise 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 Company Acquisition Proposal;; or (ii) engage enter into, encourage, permit, indicate receptivity to, continue or otherwise participate in any discussions or negotiations relating 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. Notwithstanding the foregoing, prior to the 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 good faith by the Company Board after consultation with outside counsel, in response to a Superior Proposal or a bona fide, unsolicited written Acquisition Proposal made or any inquiryreceived after the date of this Agreement that the Company Board determines in good faith, proposal or offer that would 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 breach by the Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shallof this Section 6.1, and the Company shall cause its Subsidiaries and use its reasonable best efforts subject to cause its Representatives tocompliance with Section 6.1(c), immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore (x) furnish information with respect to any the Company to the person making such Superior Proposal or Acquisition Proposal, or proposal that would reasonably be expected Proposal and its Representatives pursuant to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement and (y) participate in connection discussions or negotiations (including solicitation of a revised Superior Proposal or Acquisition Proposal) with such person and its consideration of making a Company Representatives regarding any Superior Proposal or Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such PersonProposal.

No Solicitation or Negotiation. The During the Pre-Closing Period, the Acquired Companies shall not, and shall use their reasonable best efforts to cause their Representatives not to: (a) solicit or knowingly encourage or facilitate the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement, understanding or arrangement with, or provide any non-public information to, any Person (other than Parent or its Representatives) relating to or in connection with a possible Acquisition Transaction; or (c) entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. Promptly (and in any event within five (5) days) after the date of this Agreement, the Company agrees that, except as expressly permitted shall request each Person that has entered into a confidentiality or similar agreement with an Acquired Company during the twelve (12) months preceding the date of this Agreement in connection with such Person’s consideration of a possible Acquisition Transaction to return or destroy all non-public information previously furnished to such Person by this Section 5.02, neither it nor or on behalf of any of its Subsidiaries nor any the Acquired Companies, in accordance with the terms of its such confidentiality or its Subsidiaries’ officers, directors and employees shallsimilar agreement, and it the Company shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred each such Person to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection promptly comply with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposalsuch request. The Company shallshall promptly (and in any event within one (1) Business Day after receipt thereof) give Parent written notice of any written or, to the Knowledge of the Company, oral inquiry, indication of interest, proposal, offer or request for non-public information (or any material amendment or update to a prior inquiry, indication, proposal, offer or request) relating to a possible Acquisition Transaction that is received by any Acquired Company or any Representative of any Acquired Company during the Pre-Closing Period. Such notice shall include the identity of the Person making or submitting such inquiry, indication of interest, proposal, offer or request, and a summary of the Company shall cause its Subsidiaries material terms and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposalconditions thereof. The Company will promptly inform the Persons referred to in the preceding sentence shall be responsible for any breach of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with 5.4 by its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of Representatives acting on its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personbehalf.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the final sentence of this Section 5.025.3(a), neither it nor 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 pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall not, and shall not authorize or knowingly permit any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors, agents advisors and representatives are hereinafter referred to as its (collectively, “Representatives”” ) not to, directly or indirectly: , (iA) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer that constitutes, constitutes or would could reasonably be expected to lead to, any Company an Acquisition Proposal; ; (iiB) engage furnish to any Person (other than Parent, Merger Sub or otherwise participate any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any such Person access to the business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries, in any discussions such case with the intent to induce the making, submission or negotiations relating announcement of, or to knowingly encourage or knowingly facilitate, any Company Acquisition Proposal or any inquiry, proposal or offer that would constitutes or could reasonably be expected to lead to a Company an Acquisition Proposal; or (iiiC) provide any information participate or data to engage in discussions or negotiations with any Person in connection with any Company respect to an Acquisition Proposal (or any inquiryinquiries, proposal proposals or offer offers that would could reasonably be expected to lead to a Company 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 such Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal; or (ivD) otherwise knowingly facilitate any effort approve, endorse or attempt to make a Company recommend an Acquisition Proposal; or (E) 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”). The Company shallSubject to the following two sentences of this Section 5.3(a), and subject to the terms of Section 5.3(b), within two Business Days of the execution of this Agreement the Company shall cause request the prompt return or destruction of all non-public information concerning the Company or its Subsidiaries 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 date hereof, and shall immediately cease and shall use its reasonable best efforts to cause each of its Subsidiaries and its and their respective Representatives toto immediately (x) cease any discussions, immediately cease and cause to be terminated any discussions and communications or negotiations with any Person conducted heretofore (other than the Parties and their respective Representatives) in connection with respect to any Company an Acquisition ProposalProposal (or inquiries, proposals or proposal offers that would could reasonably be expected to lead to a Company an Acquisition Proposal) by such Person, in each case that exists as of the date of this Agreement and (y) shut off all access of any Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to the Transactions. 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 be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or similar provision that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board (or any committee thereof) has determined in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. The Company will promptly inform the Persons referred to in the preceding sentence shall be responsible for any breach of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreementthis Section 5.3(a) all confidential information concerning the Company or any of Section 5.3(b) by its Subsidiaries and promptly terminate all physical its and electronic data access previously granted to such Persontheir Representatives.

No Solicitation or Negotiation. The Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees thatGroup will not, except as expressly permitted by this Section 5.02will cause its directors, neither it nor officers and employees not to, and will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallother Representatives to, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) will direct such Representatives not to, directly or indirectly: , (i) solicit, initiate, solicitpropose, knowingly encourage or otherwise knowingly facilitate any inquiries or the making of facilitate, any proposal or offer inquiry that constitutes, or would is reasonably be 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 or knowingly facilitate, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; ; (iiiii) participate or engage or otherwise participate in any discussions or negotiations relating with any Person with respect to any Company an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 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 inquiryproposal that constitutes, proposal or offer that would is reasonably be expected to lead to a Company to, an Acquisition Proposal; or or (iiiv) provide enter into any information letter of intent, memorandum of understanding, merger agreement, acquisition agreement or data other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any Person in connection with 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 No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shallwill cease, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and will cause to be terminated any and all discussions and or negotiations that would be prohibited by this paragraph with any Person conducted heretofore with respect and its Representatives that would be prohibited by this Section 5.3(c). Promptly following the No-Shop Period Start Date, the Company will (A) request the return or destruction of all non-public information concerning the Company Group furnished to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a any Acquisition Proposal at any time within the six month period immediately preceding the No-Shop Period Start Date, (B) cease providing any further information with respect to the Company Group or any Acquisition Proposal to return any such Person or destroy its representatives and (as provided in C) terminate all access granted to any such Person and its representatives to any physical or electronic data room. Notwithstanding anything herein to the terms of such confidentiality agreement) all confidential information concerning contrary, from the date hereof the Company will not be required to enforce, and will be permitted to waive, (i) any anti-clubbing, anti-lock-up, restrictions on engaging Representatives or working with potential financing sources (including restrictions on sharing non-public information with respect to the Company Group or any Acquisition Proposal with financing sources) or similar provision of its Subsidiaries any standstill or confidentiality agreement and promptly terminate all physical and electronic data access previously granted (ii) any provision of any standstill or confidentiality agreement solely to the extent that such Personprovision prohibits or purports to prohibit a confidential proposal being made to the Company Board.

No Solicitation or Negotiation. The Company agrees thatDuring the Pre-Closing Period, except as expressly permitted by this Section 5.025.2, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallthe Company shall not, and it the Company shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ directors, officers and employees not to, and shall cause its and their respective investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s collectively, along with such directors, officers, officers and employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicitinduce, knowingly encourage or otherwise knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL) any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any a Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any way with any Person regarding any Company Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Acquisition Proposal; or; (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person in connection with with, or for the purpose of soliciting, initiating, inducing, encouraging or facilitating, any Company Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Acquisition Proposal; (iv) enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to, or that could reasonably be expected to lead to, a Company Acquisition Proposal (other than an Acceptable Company Confidentiality Agreement entered into in accordance with Section 5.2(b)); (v) adopt, approve, declare advisable or recommend or make any public statement approving or recommending any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); (vi) take any action or exempt any Person (other than Parent and its Subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or the Company’s organizational or other governing documents; or (ivvii) otherwise knowingly facilitate resolve, publicly propose or agree to do any effort or attempt to make a Company Acquisition Proposalof the foregoing. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or inquiry, proposal or offer that would could reasonably be expected to lead to a Company Acquisition Proposal and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Company Acquisition Proposal. The Company will promptly inform shall (i) as soon as reasonably practicable after the Persons referred date of this Agreement (and in all events no later than three Business Days), deliver a written notice to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed entered into a confidentiality agreement in connection with its consideration anticipation of potentially making a Company Acquisition Proposal within the last 12 months, to the effect that the Company is ending all discussions and negotiations with such Person with respect to any such Company Acquisition Proposal effective as of the date hereof and requesting the prompt return or destroy (as provided in the terms destruction of such confidentiality agreement) all confidential information concerning previously furnished to such Person by or on behalf of the Company relating to any Company Acquisition Proposal (and the Company shall use its commercially reasonable efforts to have such information returned or any of its Subsidiaries destroyed) and promptly immediately terminate all physical and electronic data room access previously granted to any such Personparty or its Representatives and (ii) commencing on the date of this Agreement, prohibit any third party (other than Parent and its Representatives) from having access to any physical or electronic data room relating to any possible Company Acquisition Proposal. The Company shall use its commercially reasonable efforts to enforce the terms of each confidentiality agreement, and its rights under the provisions of any “standstill” agreement, with any such Person (other than Parent). The Company shall not grant any waiver of, or agree to any amendment or modification to, or release any such Person from, any such agreement, to permit such Person to submit a Company Acquisition Proposal, unless in any such case the Company Board shall have determined, in good faith, after consultation with outside legal counsel, that the failure to take such actions would be inconsistent with the fiduciary duties of the Company Board to the holders of Shares under applicable Law.

No Solicitation or Negotiation. The Subject to the terms of this Section 5.3, from the No-Shop Period Start Date (or, with respect to an Exempted Person, the Cut-Off Time) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees thatwill, except as and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable efforts to cause each of its other Representatives to cease and cause to be terminated any discussions or negotiations with any Third Person and its Representatives relating to any Acquisition Proposal or Acquisition Transaction (or any proposal or inquiry that is reasonably expected to lead to an Acquisition Proposal) that are not expressly permitted by this Section 5.025.3(b), neither it nor request the prompt return or destruction of all non-public information concerning or relating to the Company Group 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 twelve (12)-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 Third Person or its Representatives; and (B) immediately terminate all access granted to any such Third Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date (or, with respect to an Exempted Person, the Cut-Off Time) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries nor any of its or its Subsidiaries’ officerswill not, will cause their directors and employees shallofficers not to, and it shall will instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and their other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representative not to, directly or indirectly: , (i) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate assist, any inquiries Inquiry, offer or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) engage furnish to any Third Person any non-public information relating to the Company Group or otherwise participate afford to any Third Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group, in any discussions such case with the intent to induce, or negotiations relating that would reasonably be expected to any Company result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any inquiry, Inquiries or the making of any proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information participate or data to any Person engage in connection discussions, communications or negotiations with any Company Third Person with respect to an Acquisition Proposal or Inquiry (other than solely to inform such Third Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any inquiryproposal that constitutes or would reasonably be expected to lead to, proposal an Acquisition Proposal; or offer (v) enter into any letter of intent, agreement in principle, 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, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”); provided that would the Company may contact any Third Person with respect to an Acquisition Proposal solely for purposes of requesting a clarification of any ambiguous terms and conditions thereof so as to determine whether the Acquisition Proposal constitutes or could reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Superior Proposal. The Company shallNotwithstanding the commencement of the No-Shop Period Start Date, and the Company shall cause its Subsidiaries and use its reasonable best efforts may continue to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore engage in the activities described in Section 5.3(a) with respect to any Exempted Person, including with respect to any amended or modified Acquisition Proposal submitted by any Exempted Person following the No-Shop Period Start Date so long as the Company Board has determined in good faith that such amended or modified Acquisition Proposal, Proposal is or proposal that would reasonably be expected to lead to to, a Company Acquisition Superior Proposal. The Company will promptly inform , and the Persons referred to in the preceding sentence of the obligations undertaken restrictions in this Section 5.025.3(b) shall not apply with respect thereto, in each case, until the earlier of (A) the Cut-Off Time and (B) the time that such Person ceases to be an Exempted Person in accordance with the definition thereof. The From the No-Shop Period Start Date (or, with respect to an Exempted Person, the Cut-Off Time) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will promptly request from each Person that has executed a not waive, terminate or modify any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof), unless the Company Board has determined in connection good faith, after consultation with its consideration of making a Company Acquisition Proposal outside counsel, that failure to return or destroy (as provided in the terms of take such confidentiality agreement) all confidential information concerning the Company or any of action would reasonably be expected to be inconsistent with its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personfiduciary duties under applicable Law.

No Solicitation or Negotiation. The During the Pre-Closing Period, the Company agrees that, except as expressly permitted by this Section 5.02, neither that it nor any of and its Subsidiaries nor any shall not, and that it shall use its commercially reasonable efforts to ensure that none of its or its Subsidiaries’ officers, directors and employees respective Representatives shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, solicit, 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 Company Acquisition Proposal; (ii) engage enter into, continue or otherwise participate in any discussions or negotiations relating regarding, or furnish to any Company Acquisition Proposal person any non-public information or grant access to its properties, books and records or personnel in connection with, any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide terminate, release, amend, waive or modify any information provision of any confidentiality, standstill or data similar agreement to any Person in connection with any Company Acquisition Proposal which it or any inquiryof its Subsidiaries is a party (or fail to take reasonable measures to enforce the provisions of any such agreements). Notwithstanding the foregoing, proposal or offer that the Company may, but only prior to the approval and adoption of this Agreement at the Company Meeting, to the extent failure to do so would reasonably be expected to lead result in a breach of the fiduciary duties to shareholders by the Company board under applicable law, as determined in good faith by the Company board 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 the Company board determines in good faith after consultation with outside counsel and its financial advisor is reasonably expected to result in a Superior Proposal, in each case, so long as such Acquisition Proposal did not result from a breach by the Company of this Section 6.04 and the Company has complied with this Section 6.04 in all material respects, (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the 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 submission of such Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and provided that the Company shall cause its Subsidiaries substantially contemporaneously make available to Parent and use its reasonable best efforts Merger Sub (to cause its Representatives to, immediately cease and cause the extent it has not previously done so) all non-public information made available to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company such person making such Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

No Solicitation or Negotiation. The Company agrees thatDuring the Pre-Closing Period, except as expressly permitted by this Section 5.025.3, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors Parent and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankersdirectors and officers shall not, attorneys, accountants and other advisors, agents shall not direct any of its and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not their respective Representatives to, directly or indirectly: (i) solicit, initiate, solicitknowingly induce, knowingly encourage or otherwise knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL), any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company a Parent Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any Company Acquisition Proposal or way with any inquiry, Person regarding any proposal or offer that the consummation of which would reasonably be expected to lead to constitute a Company Parent Acquisition Proposal; or; (iii) provide any information or data concerning Parent or any of its Subsidiaries to any Person in connection with any Company proposal the consummation of which would constitute a Parent Acquisition Proposal or for the purpose of soliciting, initiating, inducing, encouraging or facilitating a Parent Acquisition Proposal; (iv) enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to a Parent Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to a Parent Acquisition Proposal; (v) adopt, approve or recommend or make any public statement approving or recommending any inquiry, proposal or offer that would constitutes, or could reasonably be expected to lead to to, a Parent Acquisition Proposal (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); take any action or exempt any Person (other than the Company Acquisition Proposaland its Subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or the Parent’s organizational or other governing documents; or (ivvi) otherwise knowingly facilitate resolve, publicly propose or agree to do any effort or attempt to make a Company Acquisition Proposalof the foregoing. The Company Parent shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with any Person conducted heretofore with respect to any Company Parent Acquisition Proposal, or proposal that would could reasonably be expected to lead to a Company Parent Acquisition Proposal, and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Parent Acquisition Proposal. The Company will promptly inform As soon as reasonably practicable after the Persons referred date of this Agreement, Parent shall deliver a written notice to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed entered into a confidentiality agreement in connection with its consideration anticipation of potentially making a Company Parent Acquisition Proposal within the last 30 days, to the effect that Parent is ending all discussions and negotiations with such Person with respect to any Parent Acquisition Proposal, effective on the date hereof and requesting the prompt return or destroy (as provided in the terms destruction of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted furnished to such Person. Parent shall take all actions necessary to enforce its rights under the provisions of any “standstill” agreement between Parent and any Person (other than the Company), and, subject to Section 5.3(b), shall not grant any waiver of, or agree to any amendment or modification to, any such agreement, to permit such Person to submit a Parent Acquisition Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.4, neither it nor any 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 shall not, and shall cause each of its Subsidiaries nor any of and its or its Subsidiaries’ officers, directors and employees shalltheir respective officers and directors, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: , (iA) solicit, initiate, solicit, or knowingly encourage or otherwise knowingly facilitate any proposal or offer or any inquiries or regarding the making of any proposal or offer, including any proposal or offer to its stockholders, that constitutes, or would could reasonably be expected to lead to, any a Company Acquisition Takeover Proposal; , or (iiB) engage in, continue or otherwise participate in any discussions or negotiations relating regarding, or furnish to any Company Acquisition Proposal or other Person any information with respect to, any inquiry, proposal or offer that would constitutes, or could reasonably be expected to lead to to, a Company Acquisition Proposal; or Takeover Proposal (iii) provide any information or data other than, in response to any an unsolicited inquiry that did not arise from a breach of this Section 6.4(a), solely to ascertain facts from the Person in connection making such Company Takeover Proposal consistent with any its fiduciary duties about such Company Acquisition Takeover Proposal or any inquiryand the Person that made it, proposal or offer that would reasonably be expected and to lead refer the inquiring Person to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposalthis Section 6.4). The Company shall, and the Company shall cause its Subsidiaries Subsidiaries, and use its reasonable best efforts to and their respective officers and directors to, and shall cause its and its Subsidiaries’ other Representatives to, immediately cease any and cause to be terminated any all existing solicitation, discussions and or negotiations with any Person conducted heretofore Persons (or provision of any non-public information to any Persons) with respect to any Company Acquisition Proposalinquiry, proposal or offer that constitutes, or proposal that would could reasonably be expected to lead to to, a Company Acquisition Takeover Proposal. The Company will shall promptly inform the Persons referred to (1) request in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from writing that each Person that has heretofore executed a confidentiality agreement within the six (6) month period immediately preceding the date hereof in connection with its consideration of making a Company Acquisition Takeover Proposal or potential Company Takeover Proposal promptly destroy or return to return or destroy (as provided in the terms of such confidentiality agreement) Company all confidential non-public information concerning heretofore furnished by the Company or any of its Subsidiaries Representatives to such Person or any of its Representatives in accordance with the terms of such confidentiality agreement and promptly (2) terminate all access to any physical and or electronic data access previously granted rooms relating to a possible Company Takeover Proposal by such PersonPerson and its Representatives.”

No Solicitation or Negotiation. The Company agrees thatCompany, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ and other affiliates and their respective officers, directors directors, representatives (including the Company Financial Advisor or any other investment banker and employees any attorneys and accountants) shall, and it the Company shall instruct and use all reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants ' and other advisors, affiliates' respective non-officer employees with managerial responsibilities and agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in immediately cease any discussions or negotiations relating with any parties with respect to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Third Party Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts also agrees promptly to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person person that has heretofore executed a confidentiality agreement in connection with its consideration of making a acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company Acquisition Proposal or any Subsidiary, if any, to return (or destroy (as provided in if permitted by the terms of such applicable confidentiality agreement, destroy) all confidential information concerning heretofore furnished to such person by or on behalf of the Company or any Subsidiary and, if requested by Parent, to enforce such person's obligation to do so. Neither the Company nor any Subsidiary or other affiliates shall, nor shall the Company authorize or permit any of its Subsidiaries or their respective officers, directors or representatives to, and the Company shall use all reasonable efforts to cause its and its Subsidiaries' and other affiliates' respective non-officer employees with managerial responsibilities and agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to or enter into any agreement with any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition Proposal; provided, however, that if the Company Board determines in good faith, after consultation with legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under the DGCL, the Company may, in response to an unsolicited written Third Party Acquisition Proposal that the Company Board determines in good faith, based on consultation with the Company Financial Advisor, is from a Third Party that is capable of consummating a Superior Proposal and only for so long as the Board of Directors so determines in good faith that its actions are reasonably likely to lead to a Superior Proposal, (i) furnish only to any Third Party pursuant to a confidentiality agreement in a form substantially similar to the Nondisclosure Agreement (A) the information with respect to the Company of the same type and scope that the Company provided to Parent prior to the date hereof and (B) any such additional information that such Third Party requests, but only if the Company is permitted, and does in fact, simultaneously furnish such additional information to Parent, and (ii) participate in discussions and negotiations regarding such Third Party Acquisition Proposal; provided, further, that nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer. The Company shall promptly terminate all physical (and electronic data access previously granted to in any event within one (1) day after the Company attains knowledge thereof) (x) notify Parent in the event the Company or any Subsidiary or other affiliates or any of their respective officers, directors, employees and agents receives any Third Party Acquisition Proposal, including the terms and conditions thereof and the identity of the party submitting such Personproposal, and any request for confidential information made in connection with a Third Party Acquisition Proposal, (y) provide a copy of any written agreements, proposals or other materials the Company receives from any such person or group (or its representatives), and (z) promptly, and in any event within one (1) day, advise Parent of any material modifications thereto.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.2 and except as may relate to any Person, neither it nor group of Persons or group that includes any Person or group of Persons from whom the Company has received during the Go-Shop Period a bona fide written Acquisition Proposal that the Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its outside legal counsel and independent financial advisor) prior to the No-Shop Period Start Date is reasonably likely to result in a Superior Proposal (any such Person or group of Persons, an “Excluded Party”), the Company and its Subsidiaries nor any of its or its Subsidiaries’ officers, and their respective officers and directors and employees shall, and it the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not Representatives to, directly or indirectly: (i) at 12:00 a.m. on the 31st calendar day after the date of this Agreement (the “No-Shop Period Start Date”) immediately cease any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and request promptly that such Persons return or destroy all confidential information concerning the Company and its Subsidiaries provided by or on behalf of the Company or its Subsidiaries and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, not (A) initiate, solicit, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company constitutes an Acquisition Proposal; , (iiB) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information concerning the Company or its Subsidiaries to, or otherwise cooperate with, any Person relating to, any Acquisition Proposal, (C) enter into any agreement or agreement in principle with respect to any Company Acquisition Proposal (other than a confidentiality agreement referred to in Section 6.2(c)), or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (ivD) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Company shallNotwithstanding the foregoing, a Person or group shall cease to be an Excluded Party when the ultimate equityholder(s) of such Person or group, as of the No-Shop Period Start Date, cease to provide (directly or indirectly) at least 50% of the equity financing (measured by voting power and value) of such Person or group at any time following the No-Shop Period Start Date and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, receives actual notice or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personobtains actual knowledge thereof.

No Solicitation or Negotiation. The Company agrees thatwill, except as expressly permitted by this Section 5.02, neither it nor any of will cause its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and will use reasonable best efforts to cause its Representatives to, (x) on the date of this Agreement, immediately cease and cause to be terminated any discussions or negotiations with any Person and its Subsidiaries’ investment bankersRepresentatives with respect to any Acquisition Transaction, attorneys(y) as promptly as practicable on or following the date of this Agreement (and in any event within three (3) Business Days following the date of this Agreement) request the return or destruction of all confidential information previously provided to such parties and (z) promptly prohibit access by any Person (other than Parent, accountants its Subsidiaries and other advisorsits and their Representatives) to any physical or electronic data room. Except as expressly permitted by Section 5.4(b), agents from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and representatives (a Person’s directorsthe Effective Time, officersthe Company and its Subsidiaries will not, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred will use reasonable best efforts to as its “Representatives”) cause their respective Representatives not to, directly or indirectly: , (i) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise assist, any proposal or offer that constitutes or could reasonably be 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 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 Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information participate or data to engage in discussions or negotiations with any Person in connection with any Company respect to an Acquisition Proposal in each case other than (A) informing such Persons of the provisions contained in this Section 5.4 or (B) contacting such Person or its Representatives to clarify the terms and conditions of any Acquisition Proposal (or inquiries, communications, proposals or offers or any inquiry, proposal other effort or offer attempt that would could reasonably be expected to lead to a Company an Acquisition Proposal); (iv) approve, endorse or recommend an Acquisition Proposal; or (ivv) otherwise knowingly facilitate enter into any effort letter of intent, memorandum of understanding, merger agreement, acquisition agreement or attempt other Contract relating to make a 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) resolve, propose or agree to do any of the foregoing. 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 Acquisition Proposal. The Company shallwill enforce, and will not waive, modify, amend or terminate, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements; provided, that the Company shall cause its Subsidiaries and use its reasonable best efforts be permitted to cause its Representatives towaive, immediately cease and cause modify, amend or terminate any provision of any standstill agreement (or similar agreement) in order to be terminated any discussions and negotiations with any permit a Person conducted heretofore with respect to any Company make an Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning if and only if the Company Board shall have determined in good faith (after consultation with outside legal counsel) that the failure to so waive, modify, amend or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted would be reasonably likely to such Personbe inconsistent with the directors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.024.3 (including Section 4.3(b)), neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees the Company shall, and it shall instruct and use reasonable best efforts to cause its Subsidiaries and the Company’s and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s respective directors, officers, employees, investment bankers, financial advisors, underwriters, attorneys, accountants and other advisorsaccountants, agents and other representatives are hereinafter referred to as its (the “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and or negotiations with any Person conducted heretofore with respect to any Company an Acquisition Proposal, Proposal or proposal that would reasonably be expected to lead to a Company an Acquisition Proposal. The , promptly terminate access to any physical or electronic data room relating to the Company will promptly inform for any such Acquisition Proposal and request each Persons that has, prior to the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has date hereof, executed a confidentiality agreement with the Company in connection with its consideration of making a Company an Acquisition Proposal to Proposal, the prompt return or destroy (as provided destruction, in accordance with the terms of such confidentiality agreement) all , of any confidential information concerning provided to such Person in connection with an Acquisition Proposal. Except as expressly permitted by this Section 4.3(a) or Section 4.3(b), the Company shall not, and shall cause its Subsidiaries and their respective Representatives not to, directly or indirectly (i) solicit, initiate, cause, induce, facilitate or encourage (including by way of furnishing information) any inquiries or proposals that constitute, or may reasonably be expected to lead to the making, submission or announcement of any such Acquisition Proposal or otherwise knowingly cooperate with or knowingly assist the making, submission or announcement of any such Acquisition Proposal, (ii) participate in any discussions or negotiations with any Person regarding any such Acquisition Proposal, (iii) disclose any non-public information relating to the Company or any of its Subsidiaries and promptly terminate all physical and electronic data to, afford access previously granted to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort by, any Person that is seeking to make, or has made, any such PersonAcquisition Proposal, or (iv) enter into any merger or other agreement, agreement in principle, letter of intent, term sheet, joint venture agreement, partnership agreement or other similar instrument in each case providing for or contemplating any such Acquisition Proposal (other than an Acceptable Confidentiality Agreement).

No Solicitation or Negotiation. The Subject to the terms of Section 5.3(b), during the period commencing on the date of the Original Agreement (the “No-Shop Period Start Date”) and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees thatwill, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or and will cause its Subsidiaries’ officers, directors directors, officers and employees shallto, and it shall instruct and will use its reasonable best efforts to cause its consultants, agents, representatives and advisors (collectively with its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, directors and employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) to promptly (w) cease and cause to be terminated any solicitations, facilitation, discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives and Financing Sources) and such Person’s Representatives and financing sources in connection with any Acquisition Proposal or any other proposal, offer, inquiry or request that constitutes, or would reasonably be expected to result in, an Acquisition Proposal, (x) 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, in connection with its consideration of an Acquisition Transaction or Acquisition Proposal or furnished to such Person’s Representatives or financing sources, (y) cease providing any further information with respect to the Company Group or any Acquisition Proposal to any such Person or its Representatives or financing sources and (z) terminate all access granted to any such Person and its Representatives or financing sources to any physical or electronic data room. Subject to the terms of Section 5.3(b), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will cause its Subsidiaries, officers, directors and employees not to, and will use its reasonable best efforts to cause all of its other Representatives not to, directly or indirectly: , (i) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer inquiry that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) engage furnish to any Person (other than to Parent, Merger Sub and their Representatives and Financing Sources) any non-public information relating to the Company Group or otherwise participate afford to any Person (other than Parent, Merger Sub, and their Representatives and Financing Sources) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group, in any discussions such case with the intent to, or negotiations relating to as would reasonably be expected to, solicit or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Company proposal or inquiry that constitutes an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information participate or data to engage in discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives and Financing Sources) in connection with any Company a manner to induce, encourage or facilitate an Acquisition Proposal (except, in each case, to notify such Person that the provisions of this Section 5.3(a) prohibit any such discussions or negotiations); (iv) approve, endorse or recommend any inquiryproposal that constitutes an Acquisition Proposal; (v) enter into any letter of intent, proposal memorandum of understanding, merger agreement, acquisition agreement or offer other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement permitted by Section 5.3(b) (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 the foregoing. From the date of the Original Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not be required to enforce, and will, if requested, be permitted to waive, any provision of any standstill or confidentiality agreement to permit such Person to make an Acquisition Proposal privately and confidentially to the Special Committee, in each case, solely to the extent that the Special Committee has determined in good faith (after consultation with its outside legal counsel) that the failure to do so would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection inconsistent with its consideration of making a Company Acquisition Proposal fiduciary duties pursuant to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personapplicable Law.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees the Company Subsidiary shall, and it the Company shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not the Company Representatives to, directly or indirectly: (i) immediately cease any discussions or negotiations with any Persons with respect to an Acquisition Proposal (1) if the Company does not exercise or is not entitled to exercise the Go-Shop Extension Period at 12:00 a.m (Eastern Time) on April 1, 2013 and (2) if the Company exercises the Go-Shop Extension Period at 12:00 a.m. (Eastern Time) on April 11, 2013 (but only with respect to Excluded Parties for such additional ten (10) calendar day period beyond the Go-Shop Period) (as applicable, the “No-Shop Period Start Date”); and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1 (“Termination”), not (A) initiate, solicit, propose or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutescould constitute an Acquisition Proposal, (B) engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding or that would reasonably be expected to lead to, or provide any non-public information or data concerning the Company or the Company Subsidiary to any Person or group of Persons relating to, any Acquisition Proposal; , (iiC) engage otherwise cooperate with or otherwise assist or participate in in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make an Acquisition Proposal, (D) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company an Acquisition Proposal, or proposal that would reasonably be expected (E) resolve to lead propose, agree or publicly announce an intention to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence do any of the obligations undertaken in this Section 5.02foregoing. The Following the No-Shop Period Start Date, the Company will shall promptly request from each Person (other than an Excluded Party) that has executed a confidentiality agreement in connection with its consideration of making a Company possible Acquisition Proposal to return or destroy (as provided in accordance with the terms of such confidentiality agreement) agreement all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted heretofore furnished to such PersonPerson by or on behalf of the Company.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.024.2 and except with an Excluded Party (for so long as such Person is an Excluded Party) prior to the Excluded Party End Date, neither it nor any from and after the expiration of its Subsidiaries nor any of its or its Subsidiaries’ officersthe Go-Shop Period, directors and employees the Company shall, and it shall instruct and use reasonable best efforts to cause its Subsidiaries to, and shall cause its Subsidiaries’ investment bankersRepresentatives to, attorneysimmediately cease and terminate any discussions or negotiations with any Person or Persons that may be ongoing with respect to an Acquisition Proposal or any discussions or negotiations that could reasonably be expected to lead to an Acquisition Proposal. Except as permitted by this Section 4.2 and except with an Excluded Party (for so long as such Person is an Excluded Party), accountants from the expiration of the Go-Shop Period until the earlier of the Effective Time and other advisorsthe termination of this Agreement in accordance with its terms, agents the Company shall not, and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants shall cause its Subsidiaries and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit, knowingly encourage solicit or otherwise take any action to knowingly facilitate any inquiries or encourage the making of any proposal Acquisition Proposals or offer any inquiries, offers or proposals that constitutes, or would may reasonably be expected to lead to, any Company to an Acquisition Proposal; , (ii) engage in or otherwise participate in any discussions or negotiations relating with any Person or Persons with respect to any Company Acquisition Proposal Proposals or any inquiry, proposal discussions or offer negotiations that would could reasonably be expected to lead to a Company an Acquisition Proposal; or , (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential non-public information concerning the Company or any of its Subsidiaries and promptly to, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, any Person or Persons with the intent to initiate, solicit or knowingly encourage the making of any Acquisition Proposals, (iv) grant any waiver or release under any Standstill or similar agreement entered into by the Company, or (v) enter into any letter of intent, term sheet, acquisition agreement, merger agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) relating to an Acquisition Transaction or that requires the Company to abandon, terminate all physical and electronic data access previously granted or fail to such Personconsummate the transactions contemplated by this Agreement or to breach its obligations under this Agreement (an “Alternative Acquisition Agreement”).

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the terms of this Section 5.025.3, neither it nor any from the No-Shop Period Start Date until the earlier to occur of its Subsidiaries nor any the termination of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts this Agreement pursuant to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, Article VIII and the Effective Time, the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately will cease and cause to be terminated any discussions and or negotiations with any Person conducted heretofore 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 or its Subsidiaries 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 of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its 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 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, 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 a Company an Acquisition Proposal. The Company will promptly inform the ; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (other than informing such Persons referred to in the preceding sentence of the obligations undertaken provisions contained in this Section 5.025.3); (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 intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Table of Contents 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”). The 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 promptly request from each Person that has executed a not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement in connection with its consideration of making solely to the extent that such provision prohibits or purports to prohibit a Company Acquisition Proposal confidential proposal being made to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company Board (or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personcommittee thereof).

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.2, neither it nor any of the Company shall not, and shall cause its Subsidiaries nor any of and its or its Subsidiaries’ officersand their respective directors, directors officers and employees shallnot to, and it shall instruct and use its commercially reasonable best efforts to cause its and its Subsidiaries’ their respective investment bankers, attorneys, accountants and other advisors, agents and advisors or representatives (a Person’s directorscollectively, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: : (i) solicit, initiate, solicit, or knowingly encourage or otherwise knowingly facilitate or assist any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) participate or engage or otherwise participate in any discussions or negotiations relating with any Person regarding any Acquisition Proposal; (iii) provide any non-public information concerning the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, record or other non-public information, or to any personnel, of the Company Acquisition Proposal or any inquiryof its Subsidiaries, in any such case with the intent to knowingly induce the making, submission or announcement of, or knowingly encourage or knowingly facilitate or assist any inquiries or the making of any proposal or offer that would constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (iv) approve, adopt, endorse, declare advisable or recommend (or publicly propose to do any of the foregoing with respect to) any proposal that constitutes or could reasonably be expected to lead to a Company an Acquisition Proposal; or or (iiiv) provide other than an Acceptable Confidentiality Agreement, enter into any information letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or data other Contract (whether binding or non-binding, oral or written, preliminary or definitive) relating to an Acquisition Transaction (any Person such letter of intent, memorandum of understanding, agreement in connection with any Company principle, acquisition agreement, merger agreement, or other Contract, an “Alternative Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition ProposalAgreement”). The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, (A) immediately cease and cause to be terminated any discussions and negotiations with any Person (other than Parent, Merger Sub and their Representatives) conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would could reasonably be expected to lead to a Company an Acquisition Proposal, (B) promptly (and, in any event, within four (4) Business Days) terminate all access granted to any Person (other than Parent, Merger Sub and their Representatives) to any physical or electronic dataroom, in each case with respect to an Acquisition Proposal and (C) promptly (and, in any event, within four (4) Business Days) deliver written notice to each such Person requesting that such Person (other than Parent, Merger Sub and their Representatives) promptly return or destroy all confidential information regarding the Company and its Subsidiaries furnished to any such Person in accordance with the applicable confidentiality agreement between the Company and such Person; provided that the foregoing shall not restrict the Company from permitting a Person to request the waiver of a “standstill” or similar obligation or from granting such a waiver, in each case, to the extent both (1) permitting such request or granting such waiver is necessary for the Company’s board of directors to comply with fiduciary duties under applicable Law and (2) such standstill or similar obligation prevents a confidential proposal from being made to the Company’s board of directors. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy shall not (i) except as provided in Section 4.13(b) or Section 6.21, terminate (or permit the terms termination of), waive or amend, or grant any exemptions under, the Preservation Plan, (ii) redeem any Company Rights under the Preservation Plan or (iii) take any action with respect to, or make any determination under, the Preservation Plan that would interfere with the consummation of the transactions contemplated by this Agreement, in each case of clauses (i) – (iii), without the prior written consent of Parent (such confidentiality agreement) all confidential information concerning the Company consent not to be unreasonably withheld, conditioned or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Persondelayed).

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees the Company Subsidiary shall, and it the Company shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not the Company Representatives to, directly or indirectly: (i) immediately cease any discussions or negotiations with any Persons with respect to an Acquisition Proposal (1) if the Company does not exercise or is not entitled to exercise the Go-Shop Extension Period at 12:00 a.m (Eastern Time) on April 1, 2013 and (2) if the Company exercises the Go-Shop Extension Period at 12:00 a.m. (Eastern Time) on April 11, 2013 (but only with respect to Excluded Parties for such additional ten (10) calendar day period beyond the Go-Shop Period) (as applicable, the ‘‘No-Shop Period Start Date’’); and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1 (‘‘Termination’’), not (A) initiate, solicit, propose or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutescould constitute an Acquisition Proposal, (B) engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding or that would reasonably be expected to lead to, or provide any non-public information or data concerning the Company or the Company Subsidiary to any Person or group of Persons relating to, any Acquisition Proposal; , (iiC) engage otherwise cooperate with or otherwise assist or participate in in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make an Acquisition Proposal, (D) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company an Acquisition Proposal, or proposal that would reasonably be expected (E) resolve to lead propose, agree or publicly announce an intention to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence do any of the obligations undertaken in this Section 5.02foregoing. The Following the No-Shop Period Start Date, the Company will shall promptly request from each Person (other than an Excluded Party) that has executed a confidentiality agreement in connection with its consideration of making a Company possible Acquisition Proposal to return or destroy (as provided in accordance with the terms of such confidentiality agreement) agreement all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted heretofore furnished to such PersonPerson by or on behalf of the Company.

No Solicitation or Negotiation. (a) The Company agrees thatCompany, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ and other affiliates and their respective officers, directors directors, representatives (including the Company Financial Advisor or any other investment banker and employees any attorneys and accountants) shall, and it the Company shall instruct and use all reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants ' and other advisors, affiliates' respective non-officer employees with managerial responsibilities and agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in immediately cease any discussions or negotiations relating with any parties with respect to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Third Party Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts also agrees promptly to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person person that has heretofore executed a confidentiality agreement in connection with its consideration of making a acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company Acquisition Proposal or any Subsidiary, if any, to return (or destroy (as provided in if permitted by the terms of such applicable confidentiality agreement, destroy) all confidential information concerning heretofore furnished to such person by or on behalf of the Company or any Subsidiary and, if requested by Parent, to enforce such person's obligation to do so. Neither the Company nor any Subsidiary or other affiliates shall, nor shall the Company authorize or permit any of its Subsidiaries or their respective officers, directors or representatives to, and the Company shall use all reasonable efforts to cause its and its Subsidiaries' and other affiliates' respective non-officer employees with managerial responsibilities and agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to or enter into any agreement with any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition Proposal; provided, however, that if the Company Board determines in good faith, after consultation with legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under the DGCL, the 47 Company may, in response to an unsolicited written Third Party Acquisition Proposal that the Company Board determines in good faith, based on consultation with the Company Financial Advisor, is from a Third Party that is capable of consummating a Superior Proposal and only for so long as the Board of Directors so determines in good faith that its actions are reasonably likely to lead to a Superior Proposal, (i) furnish only to any Third Party pursuant to a confidentiality agreement in a form substantially similar to the Nondisclosure Agreement (A) the information with respect to the Company of the same type and scope that the Company provided to Parent prior to the date hereof and (B) any such additional information that such Third Party requests, but only if the Company is permitted, and does in fact, simultaneously furnish such additional information to Parent, and (ii) participate in discussions and negotiations regarding such Third Party Acquisition Proposal; provided, further, that nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer. The Company shall promptly terminate (and in any event within one (1) day after the Company attains knowledge thereof) (x) notify Parent in the event the Company or any Subsidiary or other affiliates or any of their respective officers, directors, employees and agents receives any Third Party Acquisition Proposal, including the terms and conditions thereof and the identity of the party submitting such proposal, and any request for confidential information made in connection with a Third Party Acquisition Proposal, (y) provide a copy of any written agreements, proposals or other materials the Company receives from any such person or group (or its representatives), and (z) promptly, and in any event within one (1) day, advise Parent of any material modifications thereto. (b) Except as set forth in this Section 4.3(b), the Company Board shall not make a Change in the Company Recommendation or approve or recommend, or cause or permit the Company to enter into any letter of intent, agreement or obligation with respect to, any Third Party Acquisition Proposal. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment prior to the Company Stockholders Meeting, after consultation with outside legal counsel, that it is required to make a Change in the Company Recommendation in order to comply with its fiduciary duties, the Company Board may recommend a Superior Proposal, but only (i) after providing written notice to Parent (a "NOTICE OF SUPERIOR PROPOSAL") advising Parent that the Company 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 (ii) if Parent does not, within five (5) days of Parent's receipt of the Notice of Superior Proposal, make an offer that the Company Board by a majority vote determines in its good faith judgment (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation) to be at least as favorable to the Company's stockholders as such Superior Proposal; provided, however, that no Change in the Company Recommendation shall relieve the Company of its obligation to submit this Agreement and such transactions to its stockholders for approval, as provided in Section 4.2(b). Any disclosure that the Company Board may be compelled to make with respect to the receipt of a Third Party Acquisition Proposal or otherwise in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Agreement, provided that such disclosure states that no action will be taken by the Company Board in violation of this Section 4.3(b). (c) For the purposes of this Agreement, "THIRD PARTY ACQUISITION PROPOSAL" means, other than in connection with the Merger or as otherwise specifically contemplated by this Agreement, any proposal relating to (i) any merger, consolidation, share exchange, business combination, recapitalization or other similar transaction or series of related transactions involving the Company or any Subsidiary other than the Merger in which the stockholders of the Company immediately preceding such transaction hold, directly or indirectly, less than ninety percent (90%) of the equity interests in the surviving or resulting entity of such transaction or in any parent entity immediately following such transaction; (ii) any sale, lease, exchange, transfer or other disposition (including by way of merger, consolidation or exchange), in a single transaction or a series of related transactions, of the assets of the Company or any Subsidiary constituting ten percent (10%) or more of the consolidated assets of the Company or accounting for ten percent (10%) or more of the consolidated revenues of the Company; (iii) any tender offer, exchange offer or similar transactions or series of related transactions made by any person involving the Company's common stock constituting ten percent (10%) or more of the Company's common stock; (iv) the acquisition by any person (other than Parent or any of its affiliates) of beneficial ownership (as determined pursuant to Rule 13d-3 of the Exchange Act) or the formation of any group (as defined in Section 13(d) of the Exchange Act) to acquire beneficial ownership (as determined pursuant to Rule 13d-3 of the Exchange Act) of more than ten percent (10%) of the Company's common stock or the common stock of any Subsidiary of the Company; or (v) any other substantially similar transaction or series of related transactions that reasonably could be expected to result in the acquisition of a controlling interest in the Company. For purposes of this Agreement, a "THIRD PARTY" means a person (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) other than Parent, Acquisition or any affiliate thereof. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any bona fide Third Party Acquisition Proposal (1) to acquire, directly or indirectly, for consideration consisting solely of cash and/or publicly-traded securities (including securities that will be publicly-traded immediately upon the consummation of such Superior Proposal), eighty-five percent (85%) of the Shares then outstanding, or all physical or substantially all of the assets of the Company, (2) that contains terms and electronic data access previously granted conditions that the Company Board by a majority vote determines in good faith (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation) to such Personbe more favorable to the Company's stockholders than the Merger, (3) that the Company Board by a majority vote determines in its good faith judgment (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation and its legal counsel) to be reasonably capable of being completed (taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal), (4) that does not contain a "right of first refusal" or "right of first offer" with respect to any counter-proposal that Parent might make, and (5) that does not contain any "due diligence" condition and for which any financing upon which it is conditioned is committed.

No Solicitation or Negotiation. The Company agrees thatDuring the Pre-Closing Period, except as expressly permitted by this Section 5.025.3, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallParent shall not, and it Parent shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officersofficers and employees not to, employees, investment bankers, attorneys, accountants and other advisors, agents shall cause its and representatives are hereinafter referred to as its “Representatives”) their respective Representatives not to, directly or indirectly: (i) solicit, initiate, solicitinduce, knowingly encourage or otherwise knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL) any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company a Parent Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to or cooperate in any Company way with any Person regarding any Parent Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Parent Acquisition Proposal; or; (iii) provide any non-public information or data concerning Parent or any of its Subsidiaries to any Person in connection with with, or for the purpose of soliciting, initiating, inducing, encouraging or facilitating, any Company Parent Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Parent Acquisition Proposal; (iv) enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to, or that could reasonably be expected to lead to, a Parent Acquisition Proposal (other than an Acceptable Company Confidentiality Agreement entered into in accordance with Section 5.3(b)); (v) adopt, approve, declare advisable or recommend or make any public statement approving or recommending any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Parent Acquisition Proposal (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); (vi) take any action or exempt any Person (other than the Company and its Subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or Parent’s organizational or other governing documents; or (ivvii) otherwise knowingly facilitate resolve, publicly propose or agree to do any effort or attempt to make a Company Acquisition Proposalof the foregoing. The Company Parent shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with any Person conducted heretofore with respect to any Company Parent Acquisition Proposal, or inquiry, proposal or offer that would could reasonably be expected to lead to a Company Parent Acquisition Proposal and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Parent Acquisition Proposal. The Company will promptly inform Parent shall (i) as soon as reasonably practicable after the Persons referred date of this Agreement (and in all events no later than three Business Days), deliver a written notice to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed entered into a confidentiality agreement in connection with its consideration anticipation of potentially making a Company Parent Acquisition Proposal within the last 12 months, to the effect that Parent is ending all discussions and negotiations with such Person with respect to any such Parent Acquisition Proposal effective as of the date hereof and requesting the prompt return or destroy (as provided in the terms destruction of such confidentiality agreement) all confidential information concerning the Company previously furnished to such Person by or on behalf of Parent relating to any of Parent Acquisition Proposal (and Parent shall use its Subsidiaries commercially reasonable efforts to have such information returned or destroyed) and promptly immediately terminate all physical and electronic data room access previously granted to any such Personparty or its Representatives and (ii) commencing on the date of this Agreement, prohibit any third party (other than the Company and its Representatives) from having access to any physical or electronic data room relating to any possible Parent Acquisition Proposal. Parent shall use its commercially reasonable efforts to enforce the terms of each confidentiality agreement, and its rights under the provisions of any “standstill” agreement, with any such Person (other than the Company). Parent shall not grant any waiver of, or agree to any amendment or modification to, or release any such Person from, any such agreement, to permit such Person to submit a Parent Acquisition Proposal, unless in any such case the Parent Board shall have determined, in good faith, after consultation with outside legal counsel, that the failure to take such actions would be inconsistent with the fiduciary duties of the Parent Board to the holders of Parent capital stock under applicable Law.

No Solicitation or Negotiation. (a) The Company agrees thatCompany, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ and other affiliates and their respective officers, directors directors, representatives (including the Company Financial Advisor or any other investment banker and employees any attorneys and accountants) shall, and it the Company shall instruct and use all reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, affiliates’ respective non-officer employees with managerial responsibilities and agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in immediately cease any discussions or negotiations relating with any parties with respect to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Third Party Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts also agrees promptly to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person person that has heretofore executed a confidentiality agreement in connection with its consideration of making a acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company Acquisition Proposal or any Subsidiary, if any, to return (or destroy (as provided in if permitted by the terms of such applicable confidentiality agreement, destroy) all confidential information concerning heretofore furnished to such person by or on behalf of the Company or any Subsidiary and, if requested by Parent, to enforce such person’s obligation to do so. Neither the Company nor any Subsidiary or other affiliates shall, nor shall the Company authorize or permit any of its Subsidiaries or their respective officers, directors or representatives to, and the Company shall use all reasonable efforts to cause its and its Subsidiaries’ and other affiliates’ respective non-officer employees with managerial responsibilities and agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to or enter into any agreement with any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition Proposal; provided, however, that if the Company Board determines in good faith, after consultation with legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company’s stockholders under the DGCL, the Company may, in response to an unsolicited written Third Party Acquisition Proposal that the Company Board determines in good faith, based on consultation with the Company Financial Advisor, is from a Third Party that is capable of consummating a Superior Proposal and only for so long as the Board of Directors so determines in good faith that its actions are reasonably likely to lead to a Superior Proposal, (i) furnish only to any Third Party pursuant to a confidentiality agreement in a form substantially similar to the Nondisclosure Agreement (A) the information with respect to the Company of the same type and scope that the Company provided to Parent prior to the date hereof and (B) any such additional information that such Third Party requests, but only if the Company is permitted, and does in fact, simultaneously furnish such additional information to Parent, and (ii) participate in discussions and negotiations regarding such Third Party Acquisition Proposal; provided, further, that nothing herein shall prevent the Company Board from taking and disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer. The Company shall promptly terminate (and in any event within one (1) day after the Company attains knowledge thereof) (x) notify Parent in the event the Company or any Subsidiary or other affiliates or any of their respective officers, directors, employees and agents receives any Third Party Acquisition Proposal, including the terms and conditions thereof and the identity of the party submitting such proposal, and any request for confidential information made in connection with a Third Party Acquisition Proposal, (y) provide a copy of any written agreements, proposals or other materials the Company receives from any such person or group (or its representatives), and (z) promptly, and in any event within one (1) day, advise Parent of any material modifications thereto. (b) Except as set forth in this Section 4.3(b), the Company Board shall not make a Change in the Company Recommendation or approve or recommend, or cause or permit the Company to enter into any letter of intent, agreement or obligation with respect to, any Third Party Acquisition Proposal. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment prior to the Company Stockholders Meeting, after consultation with outside legal counsel, that it is required to make a Change in the Company Recommendation in order to comply with its fiduciary duties, the Company Board may recommend a Superior Proposal, but only (i) after providing written notice to Parent (a “Notice of Superior Proposal”) advising Parent that the Company 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 (ii) if Parent does not, within five (5) days of Parent’s receipt of the Notice of Superior Proposal, make an offer that the Company Board by a majority vote determines in its good faith judgment (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation) to be at least as favorable to the Company’s stockholders as such Superior Proposal; provided, however, that no Change in the Company Recommendation shall relieve the Company of its obligation to submit this Agreement and such transactions to its stockholders for approval, as provided in Section 4.2(b). Any disclosure that the Company Board may be compelled to make with respect to the receipt of a Third Party Acquisition Proposal or otherwise in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Agreement, provided that such disclosure states that no action will be taken by the Company Board in violation of this Section 4.3(b). (c) For the purposes of this Agreement, “Third Party Acquisition Proposal” means, other than in connection with the Merger or as otherwise specifically contemplated by this Agreement, any proposal relating to (i) any merger, consolidation, share exchange, business combination, recapitalization or other similar transaction or series of related transactions involving the Company or any Subsidiary other than the Merger in which the stockholders of the Company immediately preceding such transaction hold, directly or indirectly, less than ninety percent (90%) of the equity interests in the surviving or resulting entity of such transaction or in any parent entity immediately following such transaction; (ii) any sale, lease, exchange, transfer or other disposition (including by way of merger, consolidation or exchange), in a single transaction or a series of related transactions, of the assets of the Company or any Subsidiary constituting ten percent (10%) or more of the consolidated assets of the Company or accounting for ten percent (10%) or more of the consolidated revenues of the Company; (iii) any tender offer, exchange offer or similar transactions or series of related transactions made by any person involving the Company’s common stock constituting ten percent (10%) or more of the Company’s common stock; (iv) the acquisition by any person (other than Parent or any of its affiliates) of beneficial ownership (as determined pursuant to Rule 13d-3 of the Exchange Act) or the formation of any group (as defined in Section 13(d) of the Exchange Act) to acquire beneficial ownership (as determined pursuant to Rule 13d-3 of the Exchange Act) of more than ten percent (10%) of the Company’s common stock or the common stock of any Subsidiary of the Company; or (v) any other substantially similar transaction or series of related transactions that reasonably could be expected to result in the acquisition of a controlling interest in the Company. For purposes of this Agreement, a “Third Party” means a person (which includes a “person” as such term is defined in Section 13(d)(3) of the Exchange Act) other than Parent, Acquisition or any affiliate thereof. For purposes of this Agreement, a “Superior Proposal” means any bona fide Third Party Acquisition Proposal (1) to acquire, directly or indirectly, for consideration consisting solely of cash and/or publicly-traded securities (including securities that will be publicly-traded immediately upon the consummation of such Superior Proposal), eighty-five percent (85%) of the Shares then outstanding, or all physical or substantially all of the assets of the Company, (2) that contains terms and electronic data access previously granted conditions that the Company Board by a majority vote determines in good faith (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation) to such Personbe more favorable to the Company’s stockholders than the Merger, (3) that the Company Board by a majority vote determines in its good faith judgment (after consultation with the Company Financial Advisor or another financial advisor of nationally recognized reputation and its legal counsel) to be reasonably capable of being completed (taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal), (4) that does not contain a “right of first refusal” or “right of first offer” with respect to any counter-proposal that Parent might make, and (5) that does not contain any “due diligence” condition and for which any financing upon which it is conditioned is committed.

No Solicitation or Negotiation. The Company agrees that, except (1) Except as expressly otherwise permitted by this Section 5.026.01, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall(A) the Company shall not, and it shall instruct cause each of the Company Subsidiaries and its and their officers and directors not to, and will not authorize and shall use reasonable best efforts to cause its or their agents, advisors and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Affiliates not to, directly or indirectly: , (i) initiate, solicit, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries inquiries, expressions of interest, requests for information, discussions, proposals or the making of any proposal or offer offers that constitutes, constitute or would reasonably be expected to lead toto an Acquisition Proposal (including by approving any transaction, or approving any Person acquiring Company Acquisition Proposal; Shares such that the Person does not become an “interested stockholder” for purposes of the MGCL), (ii) engage in or otherwise participate in any discussions or negotiations relating to any Company regarding an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or Proposal (other than, in response to an unsolicited inquiry, to ascertain facts from the Person making such Acquisition Proposal for the purpose of informing itself about such Acquisition Proposal and the Person that made it and to refer the inquiring Person to this Section 6.01), (iii) provide (including through access to any data room) any non-public information or data relating to the Acquired Companies to any Person in connection with any Company relating to an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or , (iv) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or Contract (other than an acceptable confidentiality agreement entered into in accordance with the terms of this Agreement) with respect to an Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement (each, an “Alternative Acquisition Agreement”), (v) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The , (vi) terminate, waive, amend, release or modify any provision of, grant permission under, or take any other action having a similar effect with respect to, any standstill, confidentiality or similar agreement to which the Company shallis a party, except to the extent necessary to allow the counterparty thereof to make a private Acquisition Proposal to the Company Board in accordance with this Agreement, (vii) provide any further information with respect to the Company or any Acquisition Proposal (and shall turn off any data rooms maintained by the Company) to any Persons or their Representatives, (viii) approve or recommend an Acquisition Proposal or enter into any Alternative Acquisition Proposal, or (v) resolve, propose or agree to do any of the foregoing, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, (B) immediately cease and cause to be terminated all discussions, negotiations, solicitation or encouragement with any Persons that may be ongoing with respect to an Acquisition Proposal as of the date hereof. (2) Notwithstanding anything in this Agreement to the contrary, but subject to the Company’s compliance with the provisions of this Section 6.01, prior to the time that the Requisite Company Vote is obtained, but not after, the Company may (A) provide information in response to a request therefor by a Person or Persons who have made a bona fide written Acquisition Proposal that did not result from a solicitation made in breach of this Agreement if, prior to providing any non-public information regarding the Company, the Company receives from such Person or Persons an executed confidentiality agreement, and as promptly as practicable (and, in any event, within twenty-four (24) hours) discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent or (B) engage or participate in any discussions and or negotiations with any Person conducted heretofore with respect to any Company who has made such bona fide written Acquisition Proposal, if and only to the extent that, prior to taking any action described in clause (A) or proposal (B) above, the SRC (x) determines in good faith based on the information then available and after consultation with its financial advisors that would such Acquisition Proposal either constitutes a Superior Proposal or is reasonably be expected likely to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to Superior Proposal and (y) determines in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection good faith after consultation with its consideration of making a Company Acquisition Proposal outside legal counsel that failure to return or destroy take such action would likely be inconsistent with each director’s duties under applicable Law. Promptly (as provided and, in the terms of such confidentiality agreementany event, within twenty-four (24) all confidential hours) after providing any non-public information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person, the Company shall make such non-public information available to Parent (to the extent such non-public information has not been previously made available to Parent).

No Solicitation or Negotiation. The Subject to the terms of Section 5.3(b), during the period commencing on the date of this Agreement (the “No-Shop Period Start Date”) and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees thatwill, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries nor any of its or and will cause its Subsidiaries’ officers, directors directors, officers and employees shallto, and it shall instruct and will use its reasonable best efforts to cause its consultants, agents, 58 representatives and advisors (collectively with its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, directors and employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) to promptly (w) cease and cause to be terminated any solicitations, facilitation, discussions or negotiations with any Person (other than Parent, Xxxxxx Sub and their Representatives and Financing Sources) and such Person’s Representatives and financing sources in connection with any Acquisition Proposal or any other proposal, offer, inquiry or request that constitutes, or would reasonably be expected to result in, an Acquisition Proposal, (x) 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, in connection with its consideration of an Acquisition Transaction or Acquisition Proposal or furnished to such Person’s Representatives or financing sources, (y) cease providing any further information with respect to the Company Group or any Acquisition Proposal to any such Person or its Representatives or financing sources and (z) terminate all access granted to any such Person and its Representatives or financing sources to any physical or electronic data room. Subject to the terms of Section 5.3(b), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will cause its Subsidiaries, officers, directors and employees not to, and will use its reasonable best efforts to cause all of its other Representatives not to, directly or indirectly: , (i) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer inquiry that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) engage furnish to any Person (other than to Parent, Merger Sub and their Representatives and Financing Sources) any non-public information relating to the Company Group or otherwise participate afford to any Person (other than Parent, Merger Sub, and their Representatives and Financing Sources) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group, in any discussions such case with the intent to, or negotiations relating to as would reasonably be expected to, solicit or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Company proposal or inquiry that constitutes an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information participate or data to engage in discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives and Financing Sources) in connection with any Company a manner to induce, encourage or facilitate an Acquisition Proposal (except, in each case, to notify such Person that the provisions of this Section 5.3(a) prohibit any such discussions or negotiations); (iv) approve, endorse or recommend any inquiryproposal that constitutes an Acquisition Proposal; (v) enter into any letter of intent, proposal memorandum of understanding, merger agreement, acquisition agreement or offer other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement permitted by Section 5.3(b) (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 the foregoing. 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 be required to enforce, and will, if requested, be permitted to waive, any provision of any standstill or confidentiality agreement to permit such Person to make an Acquisition Proposal privately and confidentially to the Special Committee, in each case, solely to the extent that the Special Committee has determined in good faith (after consultation with its outside legal counsel) that the failure to do so would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection inconsistent with its consideration of making a Company Acquisition Proposal fiduciary duties pursuant to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.applicable Law. 59

No Solicitation or Negotiation. The Subject to the terms of Section 5.2(b), during the Interim Period, the Company agrees thatwill, except as expressly permitted by this and will cause its Subsidiaries to, and will instruct its legal and financial advisors, to (i) cease and cause to be terminated any discussions or negotiations with, (ii) cease providing any further non-public information with respect to the Company Group to, and (iii) terminate all access granted to any physical or electronic data room (or other access to diligence) to, any Person and its Affiliates or Representatives that relates to, or that would reasonably be expected to lead to, an Acquisition Proposal. Subject to the terms of Section 5.025.2(b), neither it nor during the Interim Period, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not Representatives to, directly or indirectly: , (i1) solicit, initiate, solicitor propose the making, submission or announcement of, or knowingly encourage induce, encourage, facilitate or otherwise knowingly facilitate any inquiries or the making of assist, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii2) engage furnish to any Person (other than to Parent and its Affiliates and their respective Representatives) any non-public information relating to the Company Group or otherwise participate 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 and its Affiliates and their respective Representatives), in any discussions or negotiations relating to such case in connection with any Company Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any inquiryproposal that constitutes, proposal or offer that would reasonably be expected to lead to a Company to, an Acquisition Proposal; or (iii3) provide any information participate or data to engage in, or knowingly facilitate, discussions or negotiations with any Person in connection with any Company respect to an Acquisition Proposal or with respect to any inquiryinquiries from any Person relating to the making of an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 5.2 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (4) approve, endorse, or recommend any proposal that constitutes, or offer that would reasonably be expected to lead to a Company to, an Acquisition Proposal; or (iv5) otherwise knowingly facilitate enter into any effort letter of intent, memorandum of understanding, merger agreement, acquisition agreement or attempt other Contract relating to make a 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 (6) authorize, propose or commit to do any of the foregoing. During the Interim Period, the Company Acquisition Proposal. The Company shallwill not be required to enforce, and will be permitted to waive, any provision of any standstill provision in any confidentiality agreement or Contract solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company shall cause Board (or any committee thereof) if the Company has determined in good faith, after consultation with its Subsidiaries outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Promptly (and use its reasonable best efforts to cause its Representatives toin any event within five (5) Business Days) following the date of this Agreement, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The the Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from that each Person (other than Parent and its Representatives) that has executed a confidentiality agreement in the seven (7) months prior to the date of this Agreement in connection with its consideration of making a Company an Acquisition Proposal to promptly return or destroy (as provided destroy, in accordance with the terms of such confidentiality agreement) , all confidential non-public information concerning furnished to such Person by or on behalf of the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted prior to such Personthe date of this Agreement.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.02, neither it nor any of and its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it the Company and its Subsidiaries shall instruct and direct or use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s their directors, officers, employees, investment bankers, attorneys, accountants and other advisorsadvisors or representatives (such directors, agents officers, employees, investment bankers, attorneys, accountants, other advisors and representatives are hereinafter referred to as its representatives, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal and, as promptly as practicable, and in any event not later than five days after the date hereof, request and thereafter use their reasonable best efforts to obtain the return or destruction (and certification thereof) of all confidential material provided to other persons interested in acquiring the Company or who otherwise participated, as a potential bidder or as an advisor or Representative to a potential bidder, in the possible acquisition of the Company. 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 direct or use its reasonable best efforts to cause its Representatives not to, directly or indirectly: (i) initiate, solicit, initiate or knowingly encourage or otherwise 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 Proposal;; or (ii) engage enter into, continue or otherwise participate in any discussions or negotiations relating regarding, or furnish to any Company Person any non-public information for the purpose of encouraging or facilitating, any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, in response to an Acquisition Proposal or any inquirythat did not result from a breach of this Section 6.1, proposal or offer and subject to compliance with Section 6.1(c), the Company may take the following actions if the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) that would the Acquisition Proposal is reasonably be expected likely to lead to a Superior Proposal and that the taking of such action is consistent with fiduciary duties under applicable law: (A) furnish information with respect to the Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company (and the Representatives of such person) making an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead pursuant to a Company customary confidentiality agreement not materially less restrictive of the other party than the Confidentiality Agreement (which need not have standstill provisions), (B) engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal; or (iv) otherwise knowingly facilitate with such Person and its Representatives regarding any effort or attempt to make a Company such Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to(C) amend, immediately cease and cause to be terminated or grant a waiver or release under, any discussions and negotiations with any Person conducted heretofore standstill or similar agreement with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such PersonCommon Stock.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the terms of this Section 5.025.3, neither it nor any from the No-Shop Period Start Date until the earlier to occur of its Subsidiaries nor any the termination of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts this Agreement pursuant to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise 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; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, Article VIII and the Effective Time, the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately will cease and cause to be terminated any discussions and or negotiations with any Person conducted heretofore 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 or its Subsidiaries 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 of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its 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 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, 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 a Company an Acquisition Proposal. The Company will promptly inform the ; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (other than informing such Persons referred to in the preceding sentence of the obligations undertaken provisions contained in this Section 5.025.3); (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 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”). The 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 promptly request from each Person that has executed a not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement in connection with its consideration of making solely to the extent that such provision prohibits or purports to prohibit a Company Acquisition Proposal confidential proposal being made to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company Board (or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personcommittee thereof).

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.3, neither it nor any of Parent shall not, and shall cause its Subsidiaries nor any of and its or its Subsidiaries’ officersand their respective directors, directors officers and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectlyand shall instruct, and use its commercially reasonable efforts to cause, its and their respective Representatives not to: (i) solicit, initiate, solicit, knowingly encourage or otherwise 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 a Parent Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to with any Company Acquisition Proposal or Person regarding any inquiry, proposal or offer that would reasonably be expected to lead to a Company Parent Acquisition Proposal; or; (iii) provide any non-public information or data concerning the Parent or any of its Subsidiaries to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Parent Acquisition Proposal; or (iv) otherwise knowingly facilitate enter into any effort letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, lease agreement or attempt other agreement (other than a confidentiality agreement referred to make in Section 6.3(b) entered into in compliance with this Section 6.2(a)) relating to any Parent Acquisition Proposal (a Company “Parent Alternative Acquisition ProposalAgreement”). The Company Parent shall, and the Company Parent shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, (A) immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Parent Acquisition Proposal, or proposal that could reasonably be expected to lead to a Parent Acquisition Proposal, (B) promptly (and, in any event, within twenty-four (24) hours of the execution of this Agreement) terminate access by any third Person to any physical or electronic data room relating to any Parent Acquisition Proposal, or any proposal that could reasonably be expected to lead to a Parent Acquisition Proposal, and (C) except as otherwise directed by the Company, promptly (and, in any event, within seventy-two (72) hours of the execution of this Agreement) request the prompt return or destruction of any confidential information provided to any third Person within the nine (9) months immediately preceding the date of this Agreement in connection with any Parent Acquisition Proposal, or any proposal that would reasonably be expected to lead to a Company Parent Acquisition Proposal. The Notwithstanding any provision of this Section 6.2(a) to the contrary, Parent shall not grant any waiver or release under, or fail to enforce, any standstill or similar agreement; provided that, prior to the time the Parent Shareholder Approval is obtained, the foregoing shall not restrict Parent from permitting a Person to request the waiver of a “standstill” or similar obligation or from granting such a waiver, in each case, if the Parent’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Parent shall provide written notice to the Company will promptly inform of any waiver or release of any standstill by Parent, including the Persons referred to in the preceding sentence disclosure of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed identity of the party thereto and a confidentiality agreement in connection with its consideration summary of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personmaterial circumstances related thereto.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by immediately after the Go-Shop Period End Date until the Effective Time or, if earlier, the termination of this Section 5.02Agreement in accordance with Article VIII, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its or its Subsidiaries’ officers, directors and employees Subsidiaries shall, and that it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) respective Representatives not to, directly or indirectly: : (iA) initiate, solicit, solicit or knowingly encourage or otherwise 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 (iiB) engage in, continue or otherwise participate in any discussions or negotiations relating regarding, or provide any non-public information to any Third Party with the intent to induce the making, submission or announcement of, or the intent to encourage or assist, an Acquisition Proposal. Notwithstanding the foregoing, the Company may take and continue to take any of the actions described in Section 6.2(a) and, subject to Section 6.2(c), from and after the Go-Shop Period End Date with respect to any Solicited Person that, prior to the Go-Shop Period End Date, has made a bona fide Acquisition Proposal that the Independent Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes or any inquiry, proposal or offer that would reasonably be expected to result in a Superior Proposal (each such Solicited Person, an “Excluded Party”). Notwithstanding anything contained in this Section 6.2(b) to the contrary, any Excluded Party shall cease to be an Excluded Party for all purposes under this Agreement immediately at such time as the Acquisition Proposal made by such party is withdrawn, is terminated or expires, or the Independent Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal ceases to constitute, or ceases to be reasonably likely to lead to to, a Company Superior Proposal (a “Terminated Acquisition Proposal; or (iii) provide ”). After the Go-Shop Period End Date, other than with respect to Persons who at the Go-Shop Period End Date are Excluded Parties, and at any information or data subsequent time with respect to any Person in connection with any Company (including a formerly Excluded Party) that has made an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to becomes a Company Terminated Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations solicitation, encouragement, discussion or negotiation with any such Person conducted heretofore theretofore by the Company, its Subsidiaries or any of their respective Representatives with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal and shall use reasonable best efforts to require such Person to promptly return or destroy (as provided in the terms of such confidentiality agreement) all any confidential information concerning previously furnished by the Company or Company, any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personor any of their respective Representatives.