Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Subject to Section 5.3(b), during the Pre-Closing Period, the Company will not, and will cause its Subsidiaries and their respective directors and executive officers not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), 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 would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject to Section 5.3(b), during the Pre-Closing Period, the Company will The Stockholder shall not, and will cause its Subsidiaries and their respective directors and executive officers not to, and the Company will shall not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)to, directly or indirectly, (ia) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer with respect to, that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (iib) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to knowingly induce the making, submission or announcement of, or to knowingly encourage, facilitate encourage or assistknowingly facilitate, any proposal or inquiry that constitutes, or would reasonably be expected to lead offer with respect to, an Acquisition Proposal that constitutes or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iiic) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal (or with respect to any inquiries, proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal offers that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and Proposal); (Bd) enforce approve, endorse or recommend an Acquisition Proposal; or (e) approve, recommend or enter into, or propose to approve, recommend to enter into, any Alternative Acquisition Agreement. Following the provisions execution of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Periodthis Agreement, the Company will not Stockholder shall immediately cease and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to immediately cease any discussions, communications or negotiations with any Person (other than the Parties and their respective Representatives) in connection with an Acquisition Proposal (or proposals or offers that could reasonably be required expected to enforcelead to an Acquisition Proposal) by such Person, and will be permitted in each case that exists as of the date of this Agreement. Notwithstanding anything to waive any provision of any standstill or confidentiality agreement the contrary in this Section 7.1, the Stockholder may engage in such activities solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))is permitted to engage in such activities pursuant to Section 5.3(b) of the Merger Agreement.

No Solicitation or Negotiation. Subject From the No-Shop Period Start Date until the earlier to Section 5.3(b), during occur of the Pre-Closing Periodtermination of this Agreement, the Company termination of the Merger Agreement pursuant to Article VII thereof and the consummation of the Closing, the Stockholder will not, and will cause its Subsidiaries and their respective directors and executive officers (as applicable) not to, and the Company will not authorize authorize, direct or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)to, directly or indirectly, : (ia) solicit, initiate, propose or induce the making, submission or announcement ofsolicit, or knowingly encourageencourage or knowingly facilitate any proposal, facilitate inquiry or assist, any proposal or inquiry offer that constituteswould constitute, or would reasonably be expected to lead to, an Acquisition Proposal; , (iib) furnish engage in, enter into, continue or otherwise participate in any discussions or negotiations with respect to any proposal, inquiry or offer that would constitute, or would reasonably be expected to lead to, an Acquisition Proposal, (c) provide any non-public information or 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 Sub, or any designees of their respective designeesParent or Merger Sub) in connection with or for the purpose of knowingly encouraging or facilitating any non-public information relating to the Company proposal, inquiry or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public informationoffer that would constitute, or would reasonably be expected to any personnellead to, of the Company or any of its Subsidiaries an Acquisition Proposal, (other than Parent, Merger Sub or any of their respective designees), in any such case d) in connection with any Acquisition Proposal proposal, inquiry or with the intent to induce the making, submission or announcement ofoffer that would constitute, or would reasonably be expected to knowingly encouragelead to, facilitate an Acquisition Proposal, grant any waiver, amendment or assistrelease of or under, or fail to enforce, any proposal confidentiality, standstill or similar agreement, or (e) enter into any letter of intent, Contract, commitment, or agreement in principle with respect to any proposal, inquiry or offer that constituteswould constitute, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iiie) participateresolve, propose or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit agree to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following Notwithstanding the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Periodforegoing, the Company will not be required to enforce, Stockholder may participate in discussions and will be permitted to waive negotiations with any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to Third Party with whom the Company Board (is engaging in negotiations or any committee thereof))discussions pursuant to and in compliance with Section 5.3 of the Merger Agreement, solely for the purpose of entering into a voting agreement with such Third Party on substantially similar terms to the terms hereof.

No Solicitation or Negotiation. Subject to the terms of Section 5.3(b), during Section 5.3(d) and Section 5.3(f), from the Pre-Closing Perioddate hereof until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will (1) cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) that would be prohibited by this Section 5.3(a) and (2) terminate all physical and electronic data room access previously granted to any such Person, its Affiliates and their respective Representatives. Subject to the terms of Section 5.3(b), Section 5.3(d) and Section 5.3(f), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company and its Subsidiaries will not, and will cause its Subsidiaries and their respective directors directors, officers and executive officers not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (employees and will instruct such Persons to not)their other Representatives not to, directly or indirectly, : (i) solicit, initiate, initiate or propose or induce the making, submission or announcement of, or knowingly encourage, induce, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or inquiry that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal; (ii) furnish to any Person (other than Parentthe Purchaser, Merger Sub the Other Purchasers (solely with respect to the Other Transactions) or any of their respective designeesRepresentatives) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, continue or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.35.3 or contacting such Person making any unsolicited Acquisition Proposal to clarify the terms and conditions thereof); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to From the date of this Agreement, made or indicated an intention Agreement until the earlier to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected occur of the termination of this Agreement pursuant to lead to an Acquisition Proposal Article IX and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodClosing, the Company will not be required to enforce, and will be permitted to waive waive, any provision of any standstill or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit permit a confidential proposal being made to the Company Board (or any committee thereof))) if the failure to do so would be inconsistent with the directors’ fiduciary duties pursuant to applicable Law. For purposes of this Section 5.3, the Company agrees that any breach of this Section 5.3 by the Company’s Representatives shall constitute a breach of this Section 5.3 by the Company.

No Solicitation or Negotiation. Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date (or, with respect to an Excluded Party, from the date hereof) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 5.3(b), during request the Preprompt return or destruction of all non-Closing Periodpublic information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date (or, with respect to an Excluded Party, from the date hereof) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will cause its Subsidiaries and their respective directors and executive officers not toinstruct, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)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 would is reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub to Parent or any designees of their respective designeesParent) any non-public information relating to the Company or any of its Subsidiaries 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 or any of its Subsidiaries Group (other than Parent, Merger Sub Parent or any designees of their respective designeesParent), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.35.3 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (iv) approve, endorse or recommend any proposal that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . From the date hereof until the earlier to do any occur of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will be permitted to waive waive, (i) any anti-clubbing, restrictions on engaging Representatives or working with potential Financing Sources or similar provision of any standstill or confidentiality agreement and (ii) any provision of any standstill or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))Special Committee.

No Solicitation or Negotiation. Subject From the date of this Agreement until the earlier to Section 5.3(b), during occur of the Pre-Closing Periodtermination of this Agreement pursuant to Article VIII and the Effective Time, the Company will and its Subsidiaries shall not, and will shall cause its Subsidiaries and their respective directors (with respect to the Subsidiaries, excluding any statutory or other third party directors) and executive officers not to, and the Company will shall instruct their financial advisors not authorize or to, and not knowingly permit any of its or its Subsidiaries’ employees, consultants or the Company’s other applicable Representatives to (and will instruct such Persons to not)to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third Person (other than Parent, Merger Sub or any designees or Representatives of their respective designeesParent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any third Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any Acquisition Inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions discussions, correspondence or negotiations, negotiations with any third Person or its Representatives with respect to an Acquisition Proposal by such Person (or with respect to any proposals or inquiries from third Persons relating to the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (by such Person), in each case other than only informing such Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an the extent necessary to clarify the terms of the Acquisition Proposal; or (viv) enter into any binding or non-binding letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other any Contract relating to an Acquisition Transaction, other than than, in each case, an Acceptable Confidentiality Agreement or a potential Acquisition Proposal entered into pursuant to Section 5.3(b) (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . Subject to do any the terms of this Section 5.3, the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) immediately following the date hereofexecution of this Agreement (x) cease and cause each of its Subsidiaries and the Company’s directors and officers to cease, request the prompt return and use reasonable best efforts to cause its other applicable Representatives to cease, any solicitations, discussions, correspondence or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to negotiations with any third Person or its Representatives (other than Parentthe Parties and their respective Representatives) in connection with an Acquisition Proposal by such Person (or proposal that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal by such Person), in each case that exists as of the date of this Agreement, and (By) enforce the provisions terminate all access of any existing confidentiality third Person (other than the Parties and their respective Representatives) to any electronic or non-disclosure agreement entered into physical data room (or other diligence access) maintained by the Company with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodTransaction. Following the date of this Agreement, the Company will not be required to enforce, and will be permitted to waive waive, any provision of any standstill “standstill” or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company or the Company Board (or any committee thereof))) if the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to waive such provision would be inconsistent with the Company Board’s fiduciary duties under applicable Law, provided that the Company shall not waive any, other provisions of any “standstill” or confidentiality agreement.

No Solicitation or Negotiation. Subject to Section 5.3(b)(a) The Company, during the Pre-Closing Period, the Company will not, and will cause its Subsidiaries and other affiliates and their respective officers, directors, representatives (including the Company Financial Advisor or any other investment banker and any attorneys and accountants) shall, 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 to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition Proposal. The Company also agrees promptly to request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company or any Subsidiary, if any, to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such person by or on behalf of the Company or any Subsidiary 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 or their respective officers, directors and executive officers not or representatives to, and the Company will not authorize or knowingly permit any of shall use all reasonable efforts to cause its or and its Subsidiaries’ employees, consultants or ' and other Representatives to (affiliates' respective non-officer employees with managerial responsibilities and will instruct such Persons to not)agents not to, directly or indirectly, (i) encourage, solicit, initiateinitiate or knowingly facilitate the submission of any proposal for a Third Party Acquisition Proposal, propose (ii) participate in or induce the making, submission initiate any discussions or announcement ofnegotiations 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 encourage, facilitate any Third Party Acquisition Proposal or assist, any inquiries or the making of any proposal or inquiry that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Third Party Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with enter into any Person with respect to an Acquisition Proposal or agreement with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an 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, (vi) enter into furnish only to any letter of intent, memorandum of understanding, term sheet, Third Party pursuant to a confidentiality agreement in principle, merger agreement, acquisition agreement or other Contract relating a form substantially similar to an Acquisition Transaction, other than an Acceptable Confidentiality the Nondisclosure Agreement or a potential Acquisition Proposal (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 letter of intentadditional information that such Third Party requests, memorandum of understandingbut only if the Company is permitted, term sheetand does in fact, agreement simultaneously furnish such additional information to Parent, and (ii) participate in principlediscussions and negotiations regarding such Third Party Acquisition Proposal; provided, merger agreementfurther, acquisition agreement 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 other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoingexchange offer. The Company shall (A) as promptly as reasonably practicable (and in any event within two one (21) Business Daysday after the Company attains knowledge thereof) following (x) notify Parent in the date hereofevent 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 the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to made in connection with a Third Party Acquisition Proposal, (y) provide a copy of any Person written agreements, proposals or other materials the Company receives from any such person or group (other than Parentor its representatives), and (z) that haspromptly, and in any event within the one (1)-year period prior to the date of this Agreement1) day, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions advise Parent of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))material modifications thereto.

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 6.4, from the date hereof until the earlier to Section 5.3(b), during occur of the Pre-Closing Periodtermination of this Agreement pursuant to Article VIII and the Effective Time, the Company will shall not, and will shall cause each of its Subsidiaries and its and their respective directors officers and executive officers not todirectors, and the Company will not authorize or knowingly permit any of shall instruct its or and its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, encourage or facilitate or assist, any proposal or inquiry offer or any inquiries 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, an Acquisition a Company Takeover Proposal; , or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assistrespect to, any inquiry, proposal or inquiry offer that constitutes, or would could reasonably be expected to lead to, a Company Takeover Proposal (other than, in response to an Acquisition unsolicited inquiry that did not arise from a breach of this Section 6.4(a), solely to ascertain facts from the Person making such Company Takeover Proposal consistent with its fiduciary duties about such Company Takeover Proposal and the Person that made it, and to refer the inquiring Person to this Section 6.4). The Company shall, and the Company shall cause its Subsidiaries, and its and their respective officers and directors to, and shall cause its and its Subsidiaries’ other Representatives to, immediately cease any and all existing solicitation, discussions or the making negotiations with any Persons (or provision of any proposal that would reasonably be expected non-public information to lead to an Acquisition Proposal; (iiiany Persons) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals inquiry, proposal or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal offer that constitutes, or would could reasonably be expected to lead to, an Acquisition a Company Takeover Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall promptly (A) as promptly as reasonably practicable request in writing that each Person that has heretofore executed a confidentiality agreement within the six (and in any event within two (26) Business Days) following month period immediately preceding the date hereof, request the prompt hereof in connection with its consideration of a Company Takeover Proposal or potential Company Takeover Proposal promptly destroy or return or destruction (to the extent provided for Company all non-public information heretofore furnished by the applicable Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of such confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal agreement and (B) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal by such Person 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 existing confidentiality or non-disclosure such agreement, which shall include seeking any injunctive relief available to enforce such agreement entered into with respect to any such inquiry(provided, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will shall be permitted to waive any provision of grant waivers of, and not enforce, any standstill or confidentiality agreement agreement, but solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)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. Subject to Except as set forth in this Section 5.3(b)6.1, during from the Pre-Closing Perioddate hereof until the termination of this Agreement in accordance with the terms hereof, neither the Company will not, and will cause nor any of its Subsidiaries and their respective directors and executive officers not toshall, and the Company will not authorize or knowingly permit any of shall cause its or and its Subsidiaries’ directors, officers, employees, consultants investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, and other Representatives to (advisors and will instruct such Persons to not)representatives, collectively, “Representatives”) not to, directly or indirectly, : (i) solicit, initiate, propose or induce the making, submission or announcement of, initiate or knowingly encourage, facilitate or assist, encourage any inquiries or the making of any proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or 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, 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 the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutesoutside counsel and its financial advisor) is, or 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 toresult in a breach by the Company’s directors of their fiduciary duties to the Company 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 (but 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) furnish information with respect to the Company to any Person (and the Representatives of such Person) making an Acquisition Proposal or an inquiry (provided, that such Person has entered into a confidentiality agreement with the making Company with confidentiality provisions in favor of any proposal the Company that would reasonably be expected are not materially less favorable to lead to an 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 Acquisition Proposal; ), (iiiB) participate, or engage in discussions or negotiations, negotiations (including solicitation of revised Acquisition Proposals with such Person and its Representatives regarding any Person with respect to an such Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal inquiry and (other than only informing such Persons of the provisions contained in this Section 5.3); (ivC) approve, endorse or recommend any proposal that constitutesamend, or would reasonably be expected to lead togrant a waiver or release under, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, standstill or similar agreement in principle, merger agreement, acquisition agreement with such Person or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoingwith Buyer. The Company shall (A) as promptly as reasonably practicable (provide the Buyer with a complete and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions correct copy of any existing confidentiality or non-disclosure agreement entered into with respect pursuant to any such inquiry, proposal, discussion or offer (provided that during this paragraph within 24 hours of the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee execution thereof)).

No Solicitation or Negotiation. Subject The Company shall immediately cease and shall cause each of its Subsidiaries and its and their respective Representatives to Section 5.3(b)immediately cease, during (x) any solicitations, discussions, communications or negotiations with any Person (other than Investor and its Representatives) in connection with any Acquisition Transaction Proposal by such Person, in each case that exists as of the Pre-date of this Agreement, and (y) terminate all access of any Person (other than Investor and its Representatives) to any electronic data room maintained by the Company with respect to any Acquisition Transaction Proposal, and, between the date hereof and the earlier of the Closing Periodand the valid termination of this Agreement, the Company will and its Subsidiaries shall not, and will cause its Subsidiaries and shall not authorize or permit any of their respective directors and executive officers not Representatives to, and the Company will shall direct such Representatives not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)to, directly or indirectly, (i) continue any solicitation, encouragement, discussions or negotiations with any Persons with respect to an Acquisition Transaction Proposal; or (ii) directly or indirectly: (A) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries regarding, or the making of any proposal or inquiry offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Transaction Proposal; (iiB) furnish to any Person (other than Parent, Merger Sub or any of their respective designeesInvestor and its Representatives) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent case, that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Transaction Proposal or any inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Transaction Proposal; (iiiC) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Transaction Proposal (or with respect to any inquiries, proposals or inquiries from third Persons relating offers or other efforts that could reasonably be expected to the making of lead to an Acquisition Proposal (Transaction Proposal), in each case other than only informing such Persons of the existence of the provisions contained in this Section 5.3)5.13; (ivD) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Transaction Proposal; (vE) approve, endorse or recommend, execute or enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionTransaction or any proposal or offer that could reasonably be expected to lead to an Acquisition Transaction Proposal, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Transaction Agreement”); (F) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company; or (viG) authorize resolve or commit agree to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in foregoing or otherwise authorize or permit any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (of their Representatives to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to take any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))action.

No Solicitation or Negotiation. Subject (1) From the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article VII, except as otherwise permitted by this Section 5.3(b)5.01, during the Pre-Closing Period, the Company will notParent shall, and will shall cause its Subsidiaries and their respective directors shall use reasonable best efforts to cause its and executive officers not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to A) not), directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, solicit or knowingly encourageencourage or knowingly facilitate any inquiries, facilitate expressions of interest, proposals or assist, any proposal or inquiry offers that constitutes, constitute or would reasonably be expected to lead to, to an Acquisition Proposal; , (ii) furnish to any Person (other than Parent, Merger Sub engage in or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), otherwise participate in any such case in connection with any Acquisition Proposal discussions or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, negotiations regarding an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; 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) participate, provide (including through access to any data room) any non-public information relating to Parent or engage in discussions or negotiations, with any of its Subsidiaries to any Person with respect relating to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); Proposal, (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any agreement, letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement principle or other Contract relating with respect to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential any Acquisition Proposal (any such letter other than a confidentiality agreement entered into in accordance with the terms of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transactionthis Agreement) (each, an “Alternative Acquisition Agreement”); ) or (viv) authorize resolve or commit agree to do any of the foregoing. The Company shall foregoing and (AB) immediately cease and cause to be terminated all discussions, activities (including by terminating access to any data room), negotiations, solicitation or encouragement with any Persons that may be ongoing with respect to an Acquisition Proposal as promptly as reasonably practicable (and in any event within two (2) Business Days) following of the date hereof. Parent shall, and shall cause its Subsidiaries to, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parentand its Representatives) that has, within the one (1)-year period received any non-public information about Parent or its Subsidiaries that was furnished by or on behalf of Parent prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to hereof in connection with an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality to return or non-disclosure agreement entered into with respect to any destroy all such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))information.

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 5.8, from the date hereof until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Closing, Seller and the Company will, and will cause their Affiliates, Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its and their other Representatives, to cease and cause to be terminated any discussions or negotiations with any Third Party and its Representatives relating to any Acquisition Proposal or Acquisition Transaction that are not expressly permitted by Section 5.3(b5.8(b), during promptly (and in any event, within five (5) Business Days following the Predate hereof) request the prompt return or destruction of all non-Closing Periodpublic information concerning Seller, the Company or the Business theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the twenty-four (24) month period immediately prior to the date of this Agreement and will (i) cease providing any further information with respect to Seller, the Company, the Business or any Acquisition Proposal to any such Third Party or its Representatives; and (ii) immediately terminate all access granted to any such Third Party and its Representatives to any physical or electronic data room (or any other diligence access). Except as expressly permitted by Section 5.8(b), from the date hereof until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Closing, Seller and the Company will not, and will cause its their Subsidiaries and its and their respective directors and executive officers not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or instruct and use reasonable best efforts to cause their other Representatives to (and will instruct such Persons to not)not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or offer or proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) Third Party any non-public information relating to the Seller, the Company or any of its their Subsidiaries or the Business or afford to any Person Third Party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Seller, the Company Company, their Subsidiaries or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)the Business, in any such case in connection with any Acquisition Proposal or with the intent to induce induce, or that could reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist, assist any proposal Inquiry or inquiry that constitutes, offer or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into, engage in, knowingly encourage, continue or otherwise participate in any discussions, communications or negotiations with any Third Party with respect to any Inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, other than solely informing such Third Party of the existence of the provisions contained in this Section 5.8 (without knowingly conveying, requesting or attempting to gather any other information except as otherwise permitted hereunder); (iv) approve, endorse or recommend any offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract contract relating to an Acquisition TransactionTransaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject to Except as expressly permitted by this Section 5.3(b)5.3, during the Pre-Closing Period, the Company will shall not, and will shall cause its Subsidiaries and its and their respective directors and executive officers Representatives not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, : (i) solicit, initiate, propose knowingly encourage or induce knowingly facilitate any inquiries or the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish participate in any discussions, communications or negotiations with any Person regarding, or relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any Person Acquisition Proposal; (other than Parentiii) (A) knowingly encourage, Merger Sub knowingly facilitate or any of their respective designees) knowingly assist, provide any non-public information relating to concerning the Company or any of its Subsidiaries or afford to any Person Person, or (B) afford access to the business, assets, properties, assetsbooks or records, books, records other information or employees or other non-public information, or to any personnel, Representatives of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case x) in connection with any Acquisition Proposal with, or with the intent to induce the making, submission or announcement ofinduce, or to knowingly encourage, facilitate or assist, any proposal or inquiry (y) that constitutes, or would reasonably be expected to lead to, an the making, submission or announcement of any Acquisition Proposal or the making of any inquiry, proposal or offer that would reasonably be expected to lead to an any Acquisition Proposal; , except, in the case of this clause (iii) participateiii)(B)(y), for the provision of information to any director on the Company Board in his or engage her capacity as such so long as such director has not indicated that he or she intends to use such information in discussions or negotiations, connection with any Person such Acquisition Proposal, inquiry, proposal or offer; provided that this clause (iii)(B)(y) shall not restrict or prohibit the Company from complying with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating (and solely to the making of an Acquisition Proposal (other than only informing such Persons extent required by) Section 2.5 of the provisions contained XxxXx XXX or Section 2.5 of the TCP-ASC IRA so long as the Company (I) advises Parent promptly (and in this any event within twenty-four (24) hours) of the receipt of any request pursuant to Section 5.3)2.5 of the XxxXx XXX, (II) concurrently provides Parent with any information, books or records provided by the Company in response to such request and (III) invites Parent to participate in any discussions in response to such request; (iv) approve, endorse or recommend any proposal that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement resolve or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit agree to do any of the foregoing. The Company shall, and the Company shall cause its Subsidiaries and its and their Representatives to, (A1) as immediately cease and cause to be terminated any discussions and negotiations with any Person (other than the Buyer Parties and their Representatives) that would be prohibited by this Section 5.3 or that would reasonably be expected to lead to an Acquisition Proposal and cease providing any information to any such Person or its Representatives, (2) with respect to any Person with whom such discussions or negotiations have been terminated, promptly as reasonably practicable following the date hereof (and in any event within two (2) Business DaysDays hereof) following the date hereof, request the prompt that such Person and its Representatives return or destruction (to destroy, in accordance with the extent provided for by terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company and shall take all necessary action to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement and (3) of promptly (and in any event within two (2) Business Days hereof) terminate all confidential information previously furnished access granted to any Person and its Representatives to any physical or electronic data rooms (or other than Parentdiligence access) that has, within the one (1)-year period prior relating to a possible Acquisition Proposal by such Person and its Representatives. From the date hereof until the earlier to occur of the termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will not be permitted to waive waive, any provision of any standstill or confidentiality agreement agreement; provided, that, prior to, but not after, the time the Requisite Stockholder Approval is obtained, if, in response to an unsolicited request to waive any standstill or similar provision, the Company Board (upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties pursuant to applicable Law, the Company may waive any such standstill or similar provision solely to the extent that necessary to permit such provision prohibits or purports Person to prohibit a confidential proposal being made make an Acquisition Proposal to the Company Board or Special Committee and communicate such waiver; provided, however, that the Company shall advise Parent promptly (or and in any committee thereof))event within twenty-four (24) hours) following taking such action.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3(b)5.3, during from the PreNo-Closing PeriodShop 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 notwill, and will cause its Subsidiaries and its and their respective directors and executive officers not 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 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 5.3(b), request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into 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 their respective officers and directors or its Subsidiaries’ employees, consultants or any of their other Representatives to (and will instruct such Persons to not)to, directly or indirectly, (iA) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iiB) 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 any designees of their respective designeesParent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries 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 or any of its Subsidiaries Group (other than Parent, Merger Sub or any designees of their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the specific intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, assist an Acquisition Proposal or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate, participate or engage in discussions discussions, communications or negotiations, negotiations with any Third Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (ivD) approve, endorse or recommend any proposal that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (vE) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . From the No-Shop Period Start Date until the earlier to do any occur of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))) if the Company Board has determined in good faith, after consultation with its outside counsel that failure to take such action would be inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to Except as expressly permitted by Section 5.3(b6.2(b), during the Pre-Closing Period, the Company will not, and will cause its Subsidiaries and their respective officers and directors and executive officers not toshall, and the Company will not authorize or knowingly permit any of shall cause its or Subsidiaries to and the Company shall use its Subsidiaries’ employees, consultants or other reasonable best efforts to cause its Representatives to (and will instruct such Persons any 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 notbe taken by the Company) shall be deemed to be a breach thereof by the Company), directly or indirectly, (i) solicitimmediately cease any activities, initiate, propose discussions or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection negotiations with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry Persons that constitutes, or would reasonably may be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person 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 proposals 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 or knowingly encourage any inquiries from third Persons or the making or announcement of any proposal or offer that constitutes an Acquisition Proposal or is reasonably likely to lead to any Acquisition Proposal, (2) engage in or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data concerning the Company or its Subsidiaries to any Person relating to the making or for purposes of an facilitating, any Acquisition Proposal, (3) enter into any agreement or agreement in principle with respect to any Acquisition Proposal (other than only informing such Persons of the provisions contained a confidentiality agreement referred to in this Section 5.36.2(b); ), (iv4) approve, endorse otherwise knowingly facilitate any effort or recommend any proposal that constitutes, or would reasonably be expected attempt to lead to, make an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi5) authorize or commit agree to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject (1) Sirius will, and will cause the Sirius Subsidiaries and its and their respective directors, officers, employees and Affiliates, and shall direct each of its and the Sirius Subsidiaries’ other Representatives (to Section 5.3(b)the extent acting on behalf of Sirius) to, during the Pre-Closing Period, the Company immediately cease and cause to be terminated any discussions or negotiations with any person conducted heretofore with respect to any Sirius Acquisition Proposal. Sirius will not, and will cause the Sirius Subsidiaries and its Subsidiaries and their respective directors directors, officers, employees and executive officers Affiliates, and shall direct each of its and the Sirius Subsidiaries’ other Representatives (to the extent acting on behalf of Sirius) not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, (iI) solicit, initiate, propose or induce the making, submission knowingly encourage or announcement ofknowingly facilitate inquiries or proposals for, or knowingly encourageengage in any negotiations concerning, facilitate or assistprovide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal or inquiry offer that constitutes, or would could reasonably be expected to lead to, an a Sirius Acquisition Proposal; , (iiII) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Merger Sub or person any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with for the intent to induce the making, submission purpose of encouraging or announcement of, or to knowingly encourage, facilitate or assistfacilitating, any inquiry, proposal or inquiry offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an a Sirius Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (ivIII) approve, endorse recommend or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intentintent or similar document, memorandum of understandingagreement, term sheetcommitment, or agreement in principle, merger agreement, acquisition agreement or other Contract relating principle with respect to an a Sirius Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoingProposal. The Company shall (A) as As promptly as reasonably practicable following the date hereof (and but in any event within two three (3) business days of the date hereof), Sirius shall: (1) withdraw and terminate access that was granted to any person (other than the Other Parties and their respective Representatives) to any “data room” (virtual or physical) that was established in connection with the Transactions and (2) Business Days) following the date hereof, request the prompt return or destruction (exercise and use reasonable best efforts to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished enforce any contractual rights available to any Person Sirius to cause each person (other than Parentthe Other Parties and their respective Representatives) who received non-public or confidential information of any of Sirius or any Sirius Subsidiary to promptly return to Sirius or destroy such information; provided, however, notwithstanding anything to the contrary contained in this Agreement, Sirius shall be permitted to waive or fail to enforce any provision of any confidentiality, “standstill” or similar obligation to permit a person to make a confidential Sirius Acquisition Proposal directly to the Sirius Board (or a duly authorized committee thereof) if the Sirius Board (or a duly authorized committee thereof) determines in good faith that hasany such failure to waive or to not enforce would result in a breach of its duties under applicable Law. Notwithstanding anything in this Agreement to the contrary, within the one (1)-year period prior to if at any time after the date of this AgreementAgreement and prior to the time, but not after, the Sirius Requisite Vote is obtained, Sirius and its Representatives may (A) provide information in response to a request therefor by a person or persons who has made a written Sirius Acquisition Proposal that did not result from a material breach of this Section 6.02(a) if Sirius receives from the person or indicated persons so requesting such information an intention executed confidentiality agreement (containing a standstill provision and other provisions limiting the use and disclosure of non-public written and oral information furnished to make any inquirysuch person by or on behalf of Sirius not materially less favorable to Sirius than the provisions of the Confidentiality Agreements) and, proposalas contemplated below, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected Sirius discloses to lead the Other Parties (and, if applicable, provides copies to an the Other Parties of) such written Sirius Acquisition Proposal and (B) enforce the provisions of any existing confidentiality nonpublic information provided to such person or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement persons to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).not previously so

No Solicitation or Negotiation. Subject to the terms of Section 5.3(b), during from the Pre-Closing Perioddate 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 cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), 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 three month period immediately preceding the date of this Agreement 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(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will cause its Subsidiaries and their respective directors and executive officers not toinstruct, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other their respective Representatives to (and will instruct such Persons to not)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 would is reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any designees of their respective designeesParent 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 their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to From the date of this Agreement, made or indicated an intention Agreement until the earlier to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected occur of the termination of this Agreement pursuant to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will be permitted to waive waive, any provision of any standstill or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject to the final sentence of this Section 5.3(b), during and subject to the Preterms of Section 5.3(c), from the No-Closing PeriodShop 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 and its Subsidiaries shall not, and will cause its Subsidiaries and shall instruct their respective directors and executive officers Representatives not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other their respective Representatives to (and will instruct such Persons to not)to, directly or indirectly, (iA) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (iiB) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate encourage or assistknowingly facilitate, any proposal or inquiry offer that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would could reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal (or with respect to any inquiries, proposals or inquiries from third Persons relating offers that could reasonably be expected to the making of lead to an Acquisition Proposal (Proposal), in each case other than only informing such Persons of the existence of the provisions contained in this Section 5.3)5.3 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal; (ivD) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (vE) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . Subject to do any the following sentence of this Section 5.3(b), and subject to the foregoing. The terms of Section 5.3(c), substantially concurrently with the execution of this Agreement, the Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential non-public information previously 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 to immediately cease, (x) any solicitations, discussions, communications or negotiations with any Person (other than Parentthe Parties and their respective Representatives) in connection with an Acquisition Proposal (or inquiries, proposals or offers that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would could reasonably be expected to lead to an Acquisition Proposal and Proposal) by such Person, in each case that exists as of the No-Shop Period Start Date, (By) enforce the provisions all access of any existing confidentiality or non-disclosure agreement entered into 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 with respect to the Company or any Acquisition Proposal to any such inquiry, proposal, discussion Person or offer (provided that during its Representatives. From the PreNo-Closing PeriodShop 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 waive, any provision of any standstill or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential 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 financial advisors and outside legal counsel) that the failure to do so is inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 6.2 and except as may relate to any Excluded Party as set forth in Section 5.3(b), during the Pre-Closing Period6.2(c) only for so long as they are Excluded Parties, the Company will not, and will cause its Subsidiaries and their respective officers and directors and executive officers not toshall, and the Company will not authorize or knowingly permit any of shall cause its or and its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectlyto, (i) at 12:00 a.m. (New York City time) on the 31st calendar day after the date of this Agreement (the “No-Shop Period Start Date”) immediately cease and terminate any solicitation, encouragement (including by way of providing access to non-public information or the business, properties, assets or personnel of the Company or any of its Subsidiaries to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources), discussions or negotiations (or any other actions permitted by Section 6.2(a)) with any Persons that may be ongoing with respect to any inquiry, proposal or Acquisition Proposal, and as promptly as practicable thereafter deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any inquiry, proposal or Acquisition Proposal, effective immediately, which notice shall also request such Person to return or destroy promptly all confidential information concerning the Company and its Subsidiaries, and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, not directly or indirectly (A) initiate, solicit, initiateknowingly facilitate or knowingly encourage (publicly or otherwise) (including by way of providing access to non-public information or the business, propose properties, assets or induce personnel of the Company or any of its Subsidiaries to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources) any inquiries regarding, or the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (iiB) furnish to engage or enter into, continue or otherwise participate in any Person (other than Parentdiscussions or negotiations with respect to, Merger Sub or any of their respective designees) provide any non-public information relating to or data concerning the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records assets or other non-public information, or to any personnel, personnel of the Company or any of its Subsidiaries (other than Parent, Merger Sub or to any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement ofPerson relating to, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal or otherwise cooperate with or assist or participate in, or knowingly facilitate such inquiries, proposals, discussions or negotiations, (C) grant to any Person any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute, other than (if the Board determines that the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law) a limited waiver, amendment or release under any standstill agreement for the sole purpose of allowing any Person or group of Persons to make an Acquisition Proposal or the making of any proposal an offer that would reasonably be expected to lead to an Acquisition Proposal; Proposal or (iiiD) participateotherwise knowingly facilitate any such inquiries, proposals, discussion or engage in discussions negotiations or negotiations, with any effort or attempt by any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, make an Acquisition Proposal; . Not later than twenty-four (v24) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any hours after the expiration of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or nonGo-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Shop Period, the Company will not be required shall certify to enforce, Parent and will be permitted to waive any provision Merger Sub the number and identity of any standstill or confidentiality agreement Excluded Parties and, subject to the extent that such provision prohibits or purports ability of the Company to prohibit make a confidential proposal being made Recommendation Withdrawal pursuant to and in accordance with this Section 6.2, the Company’s Board of Directors shall publicly expressly reaffirm the Company Board (or any committee thereof))Recommendation.

No Solicitation or Negotiation. Subject to Section 5.3(b), during the Pre-Closing Period, the Company will Each Stockholder shall not, and will cause its Subsidiaries and their respective directors and executive officers not to, and the Company will shall not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)to, directly or indirectly, (ia) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer with respect to, that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (iib) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to knowingly induce the making, submission or announcement of, or to knowingly encourage, facilitate encourage or assistknowingly facilitate, any proposal or inquiry that constitutes, or would reasonably be expected to lead offer with respect to, an Acquisition Proposal that constitutes or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iiic) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal (or with respect to any inquiries, proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal offers that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal); (d) approve, endorse or recommend an Acquisition Proposal; or (e) approve, recommend or enter into, or propose to approve, recommend to enter into, any Alternative Acquisition Agreement. Following the execution of this Agreement, each Stockholder shall immediately cease and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to immediately cease any discussions, communications or negotiations with any Person (other than the Parties and their respective Representatives) in connection with an Acquisition Proposal and (Bor proposals or offers that could reasonably be expected to lead to an Acquisition Proposal) enforce by such Person, in each case that exists as of the provisions date of any existing confidentiality or non-disclosure agreement entered into with respect this Agreement. Notwithstanding anything to any the contrary in this Section 7.1, each Stockholder may engage in such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement activities solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))is permitted to engage in such activities pursuant to Section 5.3(b) of the Merger Agreement.

No Solicitation or Negotiation. Subject From 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 5.3(b)6.6, during the Pre-Closing Period, the Company will Seller shall not, and will Seller shall cause its Subsidiaries and their respective directors and executive officers Representatives not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, : (ii)(A) solicit, initiate, propose or induce the makingknowingly induce, submission or announcement of, knowingly encourage or knowingly encouragefacilitate (including by way of furnishing information) any communication, facilitate inquiries or assistthe making of any submission, any announcement, proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iiB) furnish to participate in any discussions or negotiations or cooperate in any way not permitted by this Section 6.6 with any Person (other than Parentregarding any submission, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the businessannouncement, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or offer the consummation of which would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to constitute an Acquisition Proposal; (iiiC) participateprovide any information or data concerning Seller or the Transferred Assets to any Person in connection with, or engage in discussions response to, any submission, announcement, proposal or negotiations, with any Person with respect to offer the consummation of which would constitute an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3)Proposal; (ivD) approve, endorse or recommend recommend, make any public statement approving or recommending, or enter into any agreement relating to, any proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; (vE) execute or enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement intent or any Contract contemplating or other Contract relating to an any Acquisition Transaction, Proposal (other than an Acceptable Confidentiality Agreement Agreement) or a potential Acquisition Proposal (F) take any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating action that could reasonably be expected to lead to an Acquisition Transaction, an “Alternative Acquisition Agreement”)Proposal; (ii) waive or release any Person from or amend any standstill agreement or any standstill provisions of any other Contract; or (viiii) authorize or commit publicly propose to do any of the foregoing. The Company Seller shall, and Seller shall (A) as cause its Representatives to, immediately cease and cause to be terminated any discussions, negotiations and communications with any Person conducted heretofore with respect to any Acquisition Proposal, or that would reasonably be expected to lead to an Acquisition Proposal, and shall promptly as reasonably practicable (terminate access by any such Person to any physical or electronic data room hosted by Seller or its Representatives relating to any such Acquisition Proposal and in any event within two (2) Business Days) following the date hereof, request the prompt destruction or return or destruction (to the extent provided for by the applicable confidentiality agreement) of any and all confidential nonpublic information previously furnished provided to any such Person (other than ParentPurchaser), in each case, as soon as reasonably practicable (but in any event within three (3) that has, within the one (1)-year period prior to Business Days) after the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject Except as it may relate to Parent 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 shall, and shall cause its Subsidiaries and its and their respective directors, officers and employees to and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ unaffiliated Representatives to, promptly cease and terminate (or cause to be terminated) any discussions or negotiations with any Person and its Affiliates and Representatives that would be prohibited by this Section 5.3(b), during cease providing any further non-public information with respect to the PreCompany or any Acquisition Proposal to any such Person or its Representatives, and immediately terminate (or cause to be terminated) such Person’s and its Affiliates’ and Representatives’ access to any data room (virtual, online or otherwise) and request that all confidential information furnished by or on behalf of the Company to such Person be returned or destroyed in accordance with the terms of the applicable confidentiality agreements. Subject to the terms of Section 5.3(c), from the No-Closing PeriodShop 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 shall not, and will shall cause its Subsidiaries and its and their respective directors directors, officers and executive officers employees not to and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries unaffiliated Representatives not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), 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 offer that constitutes, is or would could reasonably be expected to lead to, constitute an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, is or would could reasonably be expected to lead to, constitute an Acquisition Proposal or any inquiries or the making of any proposal that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing (A) solely to inform such Persons of the existence of the provisions contained in this Section 5.35.3 and (B) contacting such Person or its Representatives to clarify the terms and conditions of such Acquisition Proposal); (iv) approve, adopt, endorse or recommend an Acquisition Proposal (or any offer or proposal that constitutes, or would reasonably be expected could lead to lead to, an Acquisition Proposal); or (v) authorize or enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionProposal (or any offer or proposal that could lead to an Acquisition Proposal), other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); . 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 not, and shall cause its Subsidiaries and its and their respective directors, officers and employees not to and shall use its reasonable best efforts to cause its and its Subsidiaries’ unaffiliated Representatives not to, directly or indirectly, (x) terminate, amend, release, modify or fail to enforce any provision (including any standstill or similar provision) of, or grant any permission, waiver or request under, any confidentiality, standstill or similar agreement, (y) grant any waiver, amendment or release under any takeover laws or (viz) authorize resolve, agree or commit propose to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and , in any event within two (2) Business Days) following the date hereofeach case, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to except if the Company Board (or any committee thereof))the Company Special Committee) determines in good faith (after consultation with outside legal counsel) that the failure to do so would be reasonably expected to cause the Company Board (or Company Special Committee) to violate its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3(b)5.1, during from the Pre-Closing Perioddate hereof until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company will notwill, and will cause its Subsidiaries and its and their respective officers and directors and executive officers not to, and will instruct and cause each of its other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 5.1(a), request the prompt return or destruction of all non-public information concerning the Company and its Subsidiaries previously furnished to any Third Person (and such Third Person’s Representatives) with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the twelve-month period immediately preceding the date hereof and will (i) not authorize provide any information with respect to the Company and its Subsidiaries or knowingly permit any of its Acquisition Proposal to any Third Person or its Subsidiaries’ employeesRepresentatives; and (ii) terminate all access granted to any Third Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 5.1(b), consultants or from the date hereof 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, and will cause their respective officers and directors and their other Representatives to (and will instruct such Persons to not)not 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 would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions discussions, communications or negotiations, negotiations with any Third Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Third Persons of the provisions contained in this Section 5.35.1); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected . From the date hereof until the earlier to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any occur of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)) (unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to the terms of Section 5.3(c), from the expiration of the Go-Shop Period and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries, officers and directors, and direct the Company’s and its Subsidiaries respective other Representatives to, (x) cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 5.3(b), during (y) promptly following the Preexpiration of the Go-Closing PeriodShop Period deliver written notice to each such Person with whom such discussions or negotiations are ongoing that the Company is ending all such discussions or negotiations with such Person pursuant to this Agreement, which written notice shall also request that such Person promptly return or destroy all confidential information concerning the Company and its Subsidiaries and (z) terminate any electronic data room access (or other diligence access) of any such Person. Subject to the terms of Section 5.3(c), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will cause its Subsidiaries officers and their respective directors and executive officers not to, and the Company will not instruct, authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or their other respective Representatives to (and will instruct such Persons to not)to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry, proposal or inquiry offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal (or with respect to any Inquiries, proposals or inquiries from third Persons relating any other effort or attempt that would reasonably be expected to the making of lead to an Acquisition Proposal (Proposal), in each case other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse endorse, recommend or recommend knowingly take any proposal that constitutesaction to make the provision of any “control share acquisition”, “business combination” or would reasonably be expected other similar anti-takeover Law inapplicable to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any . From the expiration of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following Go-Shop Period until the date hereof, request earlier to occur of the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))) unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to take such action (I) would prohibit the counterparty from making an unsolicited Acquisition Proposal to the Company Board in compliance with this Section 5.3 and (II) would be inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to the terms of Section 5.3(b6.2(c), during the Pre-Closing Interim Period, the Company Group will not, and will cause its Subsidiaries and their respective directors and executive officers not toinstruct, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employeesRepresentatives to, consultants or other Representatives to (and will instruct such Persons to not)direct the Company’s directors, officers, outside legal counsel, financial advisors, investment bankers, brokers and similar professional advisors not to, directly or indirectly, (iA) solicit, initiate, or propose or induce the making, submission or announcement of, or knowingly induce, encourage, facilitate or assist, any inquiry, offer or proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (iiB) furnish to any Person (other than Parent, Merger Sub or any of their respective designeesto Parent and its Affiliates and Representatives) any non-public information relating to the Company or any of its Subsidiaries 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 or any of its Subsidiaries Group (other than Parent, Merger Sub or any of their respective designeesParent and its Affiliates and Representatives), in any such case case, in connection with any Acquisition Proposal with, or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal inquiry, offer or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, any inquiry, offer or proposal that constitutes an Acquisition Proposal; (vC) participate, enter into, or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (other than, in response to an unsolicited inquiry from any such Persons, solely to inform such Persons of the provisions contained in this Section 6.2 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (D) approve, endorse, or recommend any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (E) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (viF) authorize propose, resolve, authorize, agree, or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject to the terms of Section 5.3(b5.3(c), during from the PreNo-Closing PeriodShop 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 directors, officers and their respective directors and executive officers employees not to, and the Company will not instruct, authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (to, and will instruct direct such Persons to not)Representatives not to, directly or indirectly, (i) solicit, initiate, propose or induce the makingpropose, submission or announcement of, knowingly encourage or knowingly encourage, facilitate or assistfacilitate, any proposal or inquiry that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (iiProposal;(ii) furnish to any Person (other than Parent, Merger Sub to Parent or any designees of their respective designeesParent) any non-public information relating to the Company or any of its Subsidiaries 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 or any of its Subsidiaries Group (other than Parent, Merger Sub Parent or any designees of their respective designeesParent), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate encourage or assistknowingly facilitate, any proposal or inquiry that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.35.3 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (iv) approve, endorse or recommend any proposal that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . From the No-Shop Period Start Date until the earlier to do any occur of the foregoingtermination of this Agreement pursuant to Article VIII and the Effective Time, the Company will cease, and will cause to be terminated any and all discussions or negotiations that would be prohibited by this paragraph with any Person and its Representatives that would be prohibited by this Section 5.3(c). The Promptly following the No-Shop Period Start Date, the Company shall will (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential non-public information previously concerning the Company Group furnished to any Person (other than Parent) that has, has executed a confidentiality agreement in connection with any Acquisition Proposal at any time within the one (1)-year six month period prior to immediately preceding the date of this AgreementNo-Shop Period Start Date, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of cease providing any existing confidentiality or non-disclosure agreement entered into further information with respect to the Company Group or any Acquisition Proposal to any such inquiryPerson or its representatives and (C) terminate all access granted to any such Person and its representatives to any physical or electronic data room. Notwithstanding anything herein to the contrary, proposal, discussion or offer (provided that during from the Pre-Closing Period, date hereof the Company will not be required to enforce, and will be permitted to waive 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 any standstill or confidentiality agreement and (ii) any provision of any standstill or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))Board.

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 6.4, from the No-Shop Period Start Date (or, with respect to Section 5.3(b)an Excluded Party, during from 11:59 p.m. New York City time on the Pretenth (10th) day following the No-Closing PeriodShop Period Start Date) (the tenth (10th) day, 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 shall not, and will shall cause each of its Subsidiaries and its and their respective directors officers and executive officers not todirectors, and the Company will not authorize or knowingly permit any of shall instruct its or and its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, encourage or facilitate or assist, any proposal or inquiry offer or any inquiries regarding the making of any proposal or offer, including any proposal or offer to its stockholders, that constitutes, or would reasonably be expected to lead to, an Acquisition a Company Takeover Proposal; , or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with for the intent to induce the making, submission purpose of encouraging or announcement of, or to knowingly encourage, facilitate or assistfacilitating, any inquiry, proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, an Acquisition a Company Takeover Proposal or the making of any proposal that would reasonably be expected to lead (other than, in response to an Acquisition Proposal; unsolicited inquiry that did not arise from a breach of Section 6.4(b) (iii) participateother than any breach that is both immaterial and unintentional), or engage in discussions or negotiationssolely to ascertain facts from the Person making such Company Takeover Proposal consistent with its fiduciary duties about such Company Takeover Proposal and the Person that made it, with any solely to refer the inquiring Person to this Section 6.4). The Company shall, and the Company shall cause its Subsidiaries, and its and their respective officers and directors to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, immediately after the No-Shop Period Start Date (or, with respect to an Acquisition Proposal Excluded Party, the Cut-Off Time) cease any and all existing solicitation, discussions or negotiations with any Persons (or provision of any nonpublic information to any Persons) with respect to any proposals inquiry, proposal or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition a Company Takeover Proposal; , except as set forth in the last sentence of this Section 6.4(b). Within five (v5) enter into any letter of intentBusiness Days following the No-Shop Period Start Date (or, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating with respect to an Acquisition TransactionExcluded Party, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal within five (any such letter of intent5) Business Days after the Company Stockholder Approval has been obtained), memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as request in writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a Company Takeover Proposal or potential Company Takeover Proposal promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt destroy or return or destruction (to the extent provided for Company all nonpublic information heretofore furnished by the applicable Company or any of its Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal agreement and (B) enforce terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal by such Person and its Representatives. Notwithstanding the provisions commencement of any existing confidentiality or nonthe No-disclosure agreement entered into Shop Period Start Date, the Company may continue to engage in the activities described in clauses (ii) and (iii) of Section 6.4(a) (subject to compliance with the terms thereof) with respect to any such inquiryExcluded Party, proposal, discussion including with respect to any amended or offer (provided that during modified Company Takeover Proposal submitted by any Excluded Party following the PreNo-Closing Period, Shop Period Start Date until obtaining the Company will not be required to enforceStockholder Approval, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))restrictions in this Section 6.4(b) shall not apply with respect thereto.

No Solicitation or Negotiation. Subject to the terms of Section 5.3(b), during the Preperiod commencing on the date of the Original Agreement (the “No-Closing PeriodShop 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 will, and will cause its Subsidiaries, directors, officers and employees to, and will use its reasonable best efforts to cause its consultants, agents, representatives and advisors (collectively with its Subsidiaries, officers, directors and employees, “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 and their respective Subsidiaries, officers, directors and executive officers employees not to, and the Company will not authorize or knowingly permit any use its reasonable best efforts to cause all of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)not 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 would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any of and their respective designeesRepresentatives and Financing Sources) any non-public information relating to the Company or any of its Subsidiaries Group or 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 or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Group, in any such case in connection with any Acquisition Proposal or with the intent to to, or as would reasonably be expected to, solicit or induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, constitutes an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect (other than Parent, Merger Sub and their Representatives and Financing Sources) in a manner to an Acquisition Proposal induce, encourage or with respect to any proposals or inquiries from third Persons relating to the making of facilitate an Acquisition Proposal (other than only informing except, in each case, to notify such Persons of Person that the provisions contained in of this Section 5.35.3(a) prohibit any such discussions or negotiations); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, constitutes an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal permitted by Section 5.3(b) (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to From the date of the Original Agreement until the earlier to occur of the termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will will, if requested, be permitted to waive 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 such provision prohibits or purports the Special Committee has determined in good faith (after consultation with its outside legal counsel) that the failure to prohibit a confidential proposal being made do so would reasonably be expected to the Company Board (or any committee thereof))be inconsistent with its fiduciary duties pursuant to applicable Law.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3(b)5.3, during from the Pre-Closing Periodearlier to occur of the termination of this Agreement pursuant to Article VIII and the Offer Acceptance Time, the Company will notwill, and will cause its Subsidiaries and its and their respective officers and directors, and 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 Representatives relating to any Acquisition Proposal or Acquisition Transaction that are not expressly permitted by this Section 5.3(a), 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 with respect to an Acquisition Proposal was entered into at any time within the nine (9)-month period prior to the date hereof 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(b), 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 and its Subsidiaries will not, will cause their officers and directors and executive officers not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or use reasonable best efforts to cause their other Representatives to (and will instruct such Persons to not)not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry, proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Third Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries Group or 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 or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Group, in any such case in connection with any Acquisition Proposal or with the intent to induce induce, or that could reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions discussions, communications or negotiations, negotiations with any Third Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal Inquiry (other than only solely informing such Third Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionTransaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”); or (vi) authorize or commit . From the date hereof until the earlier to do any occur of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodOffer Acceptance Time, the Company will not be required to enforce, and will not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)) (unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to the terms of Section 5.3(b), during from the Pre-Closing Perioddate 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 cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors (collectively, "Representatives") that would be prohibited by this Section 5.3(a), 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 three month period immediately preceding the date of this Agreement 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(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will cause its Subsidiaries and their respective directors and executive officers not toinstruct, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other their respective Representatives to (and will instruct such Persons to not)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 would is reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any designees of their respective designeesParent 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 their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “"Alternative Acquisition Agreement”"); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to From the date of this Agreement, made or indicated an intention Agreement until the earlier to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected occur of the termination of this Agreement pursuant to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will be permitted to waive waive, any provision of any standstill or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject Except as permitted by this Section 4.2 and except with an Excluded Party (for so long as such Person is an Excluded Party) prior to Section 5.3(b)the Excluded Party End Date, during from and after the Preexpiration of the Go-Closing Shop Period, the Company will notshall, and will shall cause its Subsidiaries and their respective directors and executive officers not to, and the Company will not authorize shall cause its Representatives to, immediately cease and terminate any discussions or knowingly permit negotiations with any of its Person or its Subsidiaries’ employees, consultants Persons that may be ongoing with respect to an Acquisition Proposal or other Representatives to (and will instruct such Persons to not), directly any discussions or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry negotiations that constitutes, or would could reasonably be expected to lead to, 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), from the expiration of the Go-Shop Period until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Subsidiaries and Representatives not to, (i) initiate, solicit or take any action to knowingly facilitate or encourage the making of any Acquisition Proposals or any inquiries, offers or proposals that may reasonably be expected to lead to an Acquisition Proposal, (ii) furnish engage in or otherwise participate in any discussions or negotiations with any Person or Persons with respect to any Person (other than Parent, Merger Sub Acquisition Proposals or any of their respective designeesdiscussions or negotiations that could reasonably be expected to lead to an Acquisition Proposal, (iii) provide any non-public information relating to concerning the Company or any of its Subsidiaries to, or afford to any Person access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parentto, Merger Sub any Person or any of their respective designees), in any such case in connection with any Acquisition Proposal or Persons with the intent to induce the makinginitiate, submission solicit or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or encourage the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participateProposals, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse grant any waiver or recommend release under any proposal that constitutesStandstill or similar agreement entered into by the Company, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principleacquisition agreement, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, similar agreement (other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract Agreement) relating to an Acquisition TransactionTransaction or that requires the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or to breach its obligations under this Agreement (an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 6.2 (including Section 6.2(d)) and except as may relate to Section 5.3(bany Excluded Party (for so long as a Person is an Excluded Party), during the Pre-Closing Period, the Company will not, and will cause its Subsidiaries and their respective officers and directors and executive officers not toshall, and the Company will not authorize or knowingly permit any of shall instruct and use its or commercially reasonable efforts to cause, its and its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to noti) at 12:01 a.m. on June 16, 2015 (the “No-Shop Period Start Date”), directly immediately cease any solicitation activity with respect to an Acquisition Proposal or indirectlyany discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and the Company shall request that each Person (other than an Excluded Party for so long as such Person is an Excluded Party, and except as otherwise permitted pursuant to the terms of an Acceptable Confidentiality Agreement) promptly return to the Company or destroy any non-public information previously furnished or made available to it or any of its Representatives by or on behalf of the Company or its Representatives, and immediately terminate access to any Person (iother than an Excluded Party for so long as such Person is an Excluded Party) to any electronic data room maintained by the Company with respect to the transaction contemplated by this Agreement 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, initiate, propose knowingly facilitate or induce the making, submission knowingly encourage (publicly or announcement ofotherwise) any inquiries regarding, or knowingly encourage, facilitate or assist, the making of any proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal; , (iiB) furnish to engage in, enter into, continue or otherwise participate in any Person (other than Parentdiscussions or negotiations regarding, Merger Sub or provide any of their respective designees) any non-public information relating to concerning the Company or any of its Subsidiaries or afford access to the Company’s or its Subsidiaries’ books, records, management, employees or properties to any Person access to the business, properties, assets, books, records or other non-public informationrelating to, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject to the terms of this Section 5.3(b)5.1, during from the PreNo-Closing PeriodShop 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 notwill, and will cause its Subsidiaries and its and their respective officers and directors and executive officers not to, and will instruct and cause each of its other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 5.1(b), request the prompt return or destruction of all non-public information concerning the Company and its Subsidiaries theretofore furnished to any such Third Person (and such Third Person’s Representatives) with whom a confidentiality agreement with respect to an Acquisition Proposal 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 and its Subsidiaries or any Acquisition Proposal to any such Third Person or its Representatives; and (B) 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 5.1(c), 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 instruct, authorize or knowingly permit any of its their officers and directors or its Subsidiaries’ employees, consultants or any of their other Representatives to (and will instruct such Persons to not)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 would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective designeesRepresentatives) any non-public information relating to the Company or any of Company, its Subsidiaries or Affiliates 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 Company, its Subsidiaries or Affiliates (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective designeesRepresentatives), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions discussions, communications or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Third Persons of the provisions contained in this Section 5.35.1); (iv) approve, endorse or recommend any proposal that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionProposal, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionProposal (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”); or (vi) authorize or commit . From the No-Shop Period Start Date until the earlier to do any occur of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)) (unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to the terms of this Section 5.3(b)5.3, during from the PreNo-Closing PeriodShop 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 notwill, 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 5.3(b), 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 will not, will cause their directors and executive officers not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons and use reasonable efforts to not)cause their other Representative not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry, offer or proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Third Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries Group or 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 or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Group, in any such case in connection with any Acquisition Proposal or with the intent to induce induce, or that would reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions discussions, communications or negotiations, negotiations with any Third Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal Inquiry (other than only informing solely to inform such Third Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionTransaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”); provided that 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 (vi) authorize or commit could reasonably be expected to do any lead to a Superior Proposal. Notwithstanding the commencement of the foregoing. The No-Shop Period Start Date, the Company shall (Amay continue to engage in the activities described in Section 5.3(a) as promptly as reasonably practicable (and in with respect to any event within two (2) Business Days) Exempted Person, including with respect to any amended or modified Acquisition Proposal submitted by any Exempted Person following the date hereof, request No-Shop Period Start Date so long as the prompt return Company Board has determined in good faith that such amended or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential modified Acquisition Transaction or that constitutes Proposal is or would reasonably be expected to lead to an Acquisition Proposal to, a Superior Proposal, and the restrictions in this Section 5.3(b) shall not apply with respect thereto, in each case, until the earlier of (A) the Cut-Off Time and (B) enforce the provisions of any existing confidentiality or nontime that such Person ceases to be an Exempted Person in accordance with the definition thereof. From the No-disclosure agreement entered into Shop Period Start Date (or, with respect to any such inquiryan Exempted Person, proposal, discussion or offer (provided that during the PreCut-Closing PeriodOff Time) 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 enforcewaive, and will be permitted to waive terminate or modify any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)), unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to the final sentence of this Section 5.3(a) and subject to the terms of Section 5.3(b), during from the Pre-Closing Perioddate 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 and its Subsidiaries shall not, and will cause its Subsidiaries shall instruct (and use their reasonable best efforts to cause) any of their respective directors and executive officers Representatives (in their capacities as such) not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, : (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent or Merger Sub) any non-public information relating to the Company Group or any of its Subsidiaries the Affiliated Practices 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 or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)the Affiliated Practices, in any such case case, in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate induce or assistfacilitate, any a proposal or inquiry offer that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal inquiry, proposal or with respect offer that constitutes or would reasonably be expected to any proposals or inquiries from third Persons relating lead to the making of an Acquisition Proposal (Proposal, in each case, other than only informing such Persons of the existence of the provisions contained in this Section 5.3)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 any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to, or would reasonably be expected to lead to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (Subject to the extent provided for by final sentence of this Section 5.3(a) and subject to the applicable confidentiality agreement) terms of all confidential information previously furnished to any Person (other than Parent) that hasSection 5.3(b), within the one (1)-year period prior to after the date of this Agreement, made 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 indicated negotiations with any Person (other than Parent and its Representatives) in connection with an intention to make any inquiry, proposal, discussion Acquisition Proposal or a proposal or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal by such Person, (y) promptly (and in any event within one (B1) enforce Business Day after the provisions date of this Agreement) shut off all access of any existing confidentiality Person (other than the Parties and their respective Representatives) to any electronic data room maintained by or non-disclosure agreement entered into on behalf of the Company or its Subsidiaries with respect to any such inquiry, proposal, discussion Acquisition Proposal and request that all non-public information previously provided be returned or offer (provided that during destroyed in accordance with the Pre-Closing Periodapplicable 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, the Company will not be required to enforce, and will not be permitted to waive waive, terminate or modify, any provision of any existing standstill (or confidentiality agreement to the extent similar provision that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)), unless (A) 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 reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and (B) the Company promptly (and in any event within twenty-four (24) hours) notifies Parent in writing of any such waiver, amendment or release.

No Solicitation or Negotiation. Subject to the terms of Section 5.3(c), except as may relate to any Excluded Party (but only for so long as such Person or group of Persons is an Excluded Party) until the Cut-off Date, after the Go-Shop Period End Date, until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 5.3(b), during request the Preprompt return or destruction of all non-Closing Periodpublic information concerning the Company or its Subsidiaries theretofore furnished to any such Person 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 financing sources; and (ii) 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), except as may relate to any Excluded Party (but only for so long as such Person or group of Persons is an Excluded Party) until the Cut-off Date, after the Go-Shop Period End Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will cause its Subsidiaries and its and their respective directors and executive officers not towill not, and the Company will not instruct, authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other respective Representatives to (and will instruct such Persons to not)to, directly or indirectly, (i1) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii2) furnish to any Person (other than to Parent, Merger Sub or any designees of their respective designeesParent 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 their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii3) participate, or engage in or continue discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect inquiry that would reasonably be expected to any proposals or inquiries from third Persons relating lead to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.35.3 and clarifying the terms of such an Acquisition Proposal); (iv4) approve, endorse or recommend any proposal that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (v5) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi6) authorize or commit to do any of waive the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) applicability of all confidential information previously furnished to or any portion of any anti-takeover Laws in respect of any Person (other than ParentParent and its Affiliates); or (7) that has, within resolve or agree to take any of the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))foregoing actions.

No Solicitation or Negotiation. Subject to Except as permitted by Section 5.3(b6.4(c) (Certain Permitted Actions) and 6.4(d) (Change in Recommendation; Termination), during from the Pre-Closing Perioddate hereof until the Effective Time, or if earlier, the termination of this Agreement in accordance with its terms, the Company agrees that it will not, and will it shall cause each of its Subsidiaries Subsidiaries, and their each of its and its Subsidiaries’ respective officers, directors and executive officers not toemployees to not, and the Company will shall direct any other Representatives of the Company or its Subsidiaries to not, and shall not authorize or knowingly permit any other Representative of its the Company or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)Subsidiaries to, directly or indirectly, (i) solicit, initiate, propose seek or induce the making, submission knowingly facilitate or announcement ofencourage, or take any action to solicit, initiate, seek or knowingly facilitate or encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to the making by any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of Parent and its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreementSubsidiaries) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposalexpression of interest, discussion proposal or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) enter into, participate in, or maintain any discussions or negotiations with any Person relating to, in furtherance of an inquiry with respect to, or to obtain, an Acquisition Proposal, (iii) approve, recommend or accept, or enter into any agreement, understanding or arrangement with respect to, or relating to (whether binding or nonbinding), any Acquisition Proposal, (iv) furnish to any Person other than Parent any non-public information that would reasonably be expected to be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal or (v) submit any Acquisition Proposal (other than the Merger) or any matter related thereto to the vote of the stockholders of the Company. Subject to Section 6.4(c) (Certain Permitted Actions) and 6.4(d) (Change in Recommendation; Termination), the Company shall, and shall cause its Subsidiaries, and their respective Representatives to, immediately cease and terminate any and all activities or discussions or negotiations with any party or parties with respect to any Acquisition Proposal; provided, however, that (A) nothing in this Section 6.4 (Solicitation by Company) shall preclude the Company or any of its Representatives from contacting after the date of this Agreement any such party or parties solely for the purpose of complying with the provisions of the last sentence of this Section 6.4(a) (No Solicitation or Negotiation) and (B) enforce prior to the provisions Approval Time, if the Company has received a bona fide written offer that is an Acquisition Proposal after the execution of any existing confidentiality this Agreement that did not result from a violation or non-disclosure agreement entered into with respect to any breach of this Section 6.4 (Solicitation by Company) and that contained ambiguities regarding the material terms of such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodAcquisition Proposal, the Company will may contact the Person who delivered such Acquisition Proposal to the Company and request that such Person clarify the material terms pursuant to such Acquisition Proposal, but shall not be required to enforce, and will be permitted to waive any provision of any standstill conduct or enter into discussions or negotiations regarding the Acquisition Proposal. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, if any, to return or destroy, to the extent that such provision prohibits or purports to prohibit a confidential proposal being made provided pursuant to the applicable confidentiality agreement, all confidential information, documents and materials heretofore furnished to such Person by or on behalf of the Company Board (or any committee thereof))and its Subsidiaries.

No Solicitation or Negotiation. Subject to The Company agrees that, except as expressly permitted by this Section 5.3(b)6.2, during the Pre-Closing Period, the Company will not, and will cause its Subsidiaries and their respective directors and executive officers not to, and the Company will not authorize or knowingly permit neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its best efforts to instruct and cause its and its Subsidiaries’ ' employees, consultants investment bankers, attorneys, accountants and other advisors or other Representatives to representatives (and will instruct such Persons to not)collectively, "Representatives") not to, directly or indirectly, : (i) solicit, initiate, propose solicit or induce encourage any inquiries or the making, submission or announcement of, or knowingly encourage, facilitate or assist, making of any proposal or inquiry offer that constitutes, or would could reasonably be expected to lead to, an any Acquisition Proposal; , (ii) furnish to engage in, continue or otherwise participate in any Person (other than Parentdiscussions or negotiations regarding, Merger Sub or any of their respective designees) provide any non-public information or data to, or otherwise cooperate with, any Person relating to, any Acquisition Proposal, or (iii) otherwise facilitate or take any action that is designed to facilitate any effort or attempt to make an Acquisition Proposal. Notwithstanding anything in the foregoing to the contrary, prior to the completion of the Offer, the Company may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by it after consultation with outside counsel, in response to a bona fide, written Acquisition Proposal that is made by a Person the Company Board determines, in good faith, after consultation with outside counsel, is reasonably capable of making a Superior Proposal and that the Company Board determines, in good faith, is reasonably likely to result in a Superior Proposal that was not solicited by the Company in contravention of, and that did not otherwise result from a breach or a deemed breach of this Section 6.2(a), and subject to compliance with Section 6.2(f), for a twenty (20) day period commencing with the first notification to Parent under Section 6.2(f) of receipt of such Acquisition Proposal, (x) furnish information with respect to the Company or any of its Subsidiaries or afford to any Person access to the businessperson making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement; provided, propertiesthat such confidentiality agreement shall not contain any provisions that would prevent the Company from complying with its obligations to Parent under this Agreement; provided, assetsfurther, booksthat any information provided to such person is concurrently provided to Parent, records and (y) participate in discussions or other non-public informationnegotiations with such Person and its Representatives regarding such Acquisition Proposal. The Company may only rely on the preceding sentence of this Section 6.2(a) with respect to one twenty (20) day period with respect to each Person who makes an Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentences of this Section 6.2(a) by any Representative or to any personnel, Affiliate of the Company or any of its the Company's Subsidiaries (other than Parent, Merger Sub or any shall be deemed to be a breach of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv6.2(a) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))Company.

No Solicitation or Negotiation. Subject (1) Constellation will, and will cause the Constellation Subsidiaries and its and their respective directors, officers, employees and Affiliates, and shall direct each of its and the Constellation Subsidiaries’ other Representatives (to Section 5.3(b)the extent acting on behalf of Constellation) to, during the Pre-Closing Period, the Company immediately cease and cause to be terminated any discussions or negotiations with any person conducted heretofore with respect to any Constellation Acquisition Proposal. Constellation will not, and will cause the Constellation Subsidiaries and its Subsidiaries and their respective directors directors, officers, employees and executive officers Affiliates, and shall direct each of its and the Constellation Subsidiaries’ other Representatives (to the extent acting on behalf of Constellation) not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, (iI) solicit, initiate, propose or induce the making, submission knowingly encourage or announcement ofknowingly facilitate inquiries or proposals for, or knowingly encourageengage in any negotiations concerning, facilitate or assistprovide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal or inquiry offer that constitutes, or would could reasonably be expected to lead to, an a Constellation Acquisition Proposal; , (iiII) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Merger Sub or person any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with for the intent to induce the making, submission purpose of encouraging or announcement of, or to knowingly encourage, facilitate or assistfacilitating, any inquiry, proposal or inquiry offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an a Constellation Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (ivIII) approve, endorse recommend or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intentintent or similar document, memorandum of understandingagreement, term sheetcommitment, or agreement in principle, merger agreement, acquisition agreement or other Contract relating principle with respect to an a Constellation Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoingProposal. The Company shall (A) as As promptly as reasonably practicable following the date hereof (and but in any event within two three (23) Business Days) following business days of the date hereof), request the prompt return or destruction Constellation shall: (to the extent provided for by the applicable confidentiality agreement1) of all confidential information previously furnished withdraw and terminate access that was granted to any Person person (other than Parentthe Other Parties and their respective Representatives) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).“data

No Solicitation or Negotiation. Subject to the terms of this Section 5.3(b)5.3, during the Pre-Closing Interim Period, the Company will notwill, and will cause its Subsidiaries and its and their respective officers and directors to, and 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 Representatives, request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom any Company Group Member has a confidentiality agreement, in each case, with respect to an Acquisition Proposal and will (A) cease providing any further information with respect to the Company Group 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(b), during the Interim Period, the Company and its Subsidiaries will not, will cause their directors and executive officers not to, and the Company will use reasonable best efforts to cause their other Representative not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Third Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries Group or 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 or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Group, in any such case in connection with any Acquisition Proposal or with the intent to induce induce, or that could reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions discussions, communications or negotiations, negotiations with any Third Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (Inquiry, other than only solely informing such Third Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionTransaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of . During the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Interim Period, the Company will not be required to enforce, and will not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board or the Special Committee (unless, prior to the Company’s receipt of the Stockholder Consent, the Company Board or any committee thereof)the Special Committee has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to the final sentence of this Section 5.3(a), and subject to the terms of Section 5.3(b), during from the Pre-Closing Perioddate 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 and its Subsidiaries shall not, and will cause its Subsidiaries and their respective directors and executive officers not to, and the Company will shall not authorize or knowingly permit any of its or its Subsidiaries’ their respective directors, officers, employees, consultants or investment bankers, attorneys, consultants, accountants and other Representatives to advisors and representatives (and will instruct such Persons to not)collectively, “Representatives” ) to, directly or indirectly, (iA) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (iiB) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate encourage or assistknowingly facilitate, any proposal or inquiry offer that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would could reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal (or with respect to any inquiries, proposals or inquiries from third Persons relating offers that could reasonably be expected to the making of lead to an Acquisition Proposal (Proposal), in each case other than only informing such Persons of the existence of the provisions contained in this Section 5.3)5.3 and contacting such Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal; (ivD) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (vE) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . Subject to do any 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 foregoing. The execution of this Agreement the Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential non-public information previously 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 to immediately (x) cease any discussions, communications or negotiations with any Person (other than Parentthe Parties and their respective Representatives) in connection with an Acquisition Proposal (or inquiries, proposals or offers that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would could reasonably be expected to lead to an Acquisition Proposal Proposal) by such Person, in each case that exists as of the date of this Agreement and (By) enforce the provisions shut off all access of any existing confidentiality or non-disclosure agreement entered into Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodTransactions. 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 not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent similar provision that such provision prohibits or purports to prohibit a confidential 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 shall be responsible for any breach of the terms of this Section 5.3(a) or Section 5.3(b) by its Subsidiaries and its and their Representatives.

No Solicitation or Negotiation. Subject to Except as permitted by Section 5.3(b6.4(d) (Certain Permitted Actions) and Section 6.4(e) (Change in Recommendation; Termination), during from the PreGo-Closing PeriodShop Period End Date until the Effective Time, or if earlier, the termination of this Agreement in accordance with its terms, the Company agrees that it will not, and will it shall use its reasonable best efforts to cause each of its Subsidiaries and their respective officers, directors and executive officers not toemployees to not, and the Company will shall direct any other Representatives of the Company to not, and shall not authorize or knowingly permit any other Representative of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)the Company to, directly or indirectly, (i) solicit, initiate, propose seek or induce the making, submission knowingly facilitate or announcement ofencourage, or take any action to solicit, initiate, seek or knowingly facilitate or encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to the making by any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of Parent and its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreementSubsidiaries) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposalexpression of interest, discussion proposal or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) enter into, participate in, or maintain any discussions or negotiations with any Person relating to, in furtherance of an inquiry with respect to, or to obtain, an Acquisition Proposal, (iii) approve, recommend or accept, or enter into any agreement, understanding or arrangement with respect to, or relating to (whether binding or nonbinding), any Acquisition Proposal, (iv) furnish to any Person other than Parent any non-public information that would reasonably be expected to be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal or (v) submit any Acquisition Proposal (other than the Merger) or any matter related thereto to the vote of the stockholders of the Company. Subject to Section 6.4(d) (Certain Permitted Actions) and Section 6.4(e) (B) enforce Change in Recommendation; Termination), from and after the provisions of Go-Shop Period End Date, the Company shall, and shall cause its Representatives to, immediately cease and terminate any existing confidentiality and all activities or non-disclosure agreement entered into discussions or negotiations with any party or parties with respect to any Acquisition Proposal. Nothing in this Section 6.4 (Solicitation by Company) shall preclude the Company or any of its Representatives from contacting after the date of this Agreement any such inquiryparty or parties solely for the purpose of complying with the provisions of the last sentence of this Section 6.4(b) (No Solicitation or Negotiation) and prior to the Approval Time, proposal, discussion if the Company has received a bona fide written offer that is an Acquisition Proposal after the execution of this Agreement that did not result from a violation or offer breach of this Section 6.4 (provided Solicitation by Company) and that during contained ambiguities regarding the Pre-Closing Periodmaterial terms of such Acquisition Proposal, the Company will may contact the Person who delivered such Acquisition Proposal to the Company and request that such Person clarify the material terms pursuant to such Acquisition Proposal, but shall not be required to enforce, and will be permitted to waive any provision of any standstill conduct or enter into discussions or negotiations regarding the Acquisition Proposal. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, if any, to return or destroy, to the extent that such provision prohibits or purports to prohibit a confidential proposal being made provided pursuant to the Company Board (applicable confidentiality agreement, all confidential information, documents and materials heretofore furnished to such Person by or any committee thereof))on behalf of the Company.

No Solicitation or Negotiation. Subject to Except as expressly permitted by this Section 5.3(b5.2 (including Section 5.2(b), during the Pre-Closing Period), the Company will not, and will cause its Subsidiaries and their respective directors and executive officers not toshall, and the Company will not authorize or knowingly permit any of and its or its Subsidiaries’ Subsidiaries shall cause their respective directors, officers, employees, consultants Affiliates, investment bankers, attorneys, accountants and other advisors or other Representatives to representatives (and will instruct such Persons to not)collectively, directly or indirectly“Representatives”) to, (i) immediately cease and terminate any solicitation, encouragement (including by way of providing access to non-public information or the business, properties, assets or personnel of the Company or any of its Subsidiaries to any Person or its Representatives, Affiliates, or prospective equity and debt financing sources), discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, proposal or Acquisition Proposal, and as promptly as practicable thereafter deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any inquiry, proposal or Acquisition Proposal, effective immediately, which notice shall also request such Person to return or destroy promptly all confidential information concerning the Company and its Subsidiaries, and (ii) from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with ARTICLE VII, not directly or indirectly (A) initiate, solicit, initiateknowingly facilitate or knowingly encourage (publicly or otherwise) (including by way of providing access to non-public information or the business, propose properties, assets or induce personnel of the Company or any of its Subsidiaries to any Person and its Representatives and its Affiliates) any inquiries regarding, or the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (iiB) furnish to engage or enter into, continue or otherwise participate in any Person (other than Parentdiscussions or negotiations with respect to, Merger Sub or any of their respective designees) provide any non-public information relating to or data concerning, the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public informationrelating 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 personnelPerson any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute unless, in each case, the Company’s Board of Directors (or a committee thereof) first determines that the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under applicable Law, or (D) otherwise facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. A breach by any Subsidiary or Representative of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or 5.2 shall constitute a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for breach by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date Company of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))Section 5.2.

No Solicitation or Negotiation. Subject to the terms of Section 5.3(b), during from the Pre-Closing Perioddate of this Agreement until the earlier to occur of the (1) valid termination of this Agreement pursuant to Article VIII and (2) Effective Time, the Company will notimmediately cease and cause to be terminated any activities, discussions or negotiations with, and terminate any data room access (or other access to diligence) of, any Person and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors, including any investment banker, attorney or accountant (collectively, “Representatives”) relating to an Acquisition Transaction. Promptly following the date of this Agreement (and in any event within two Business Days), the Company will cause request that each Person (other than Parent and its Representatives) that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company to, in accordance with the terms of such confidentiality agreement, promptly return or destroy all non-public information furnished to such Person by or on behalf of the Company or its Subsidiaries prior to the date of this Agreement. Subject to the terms of Section 5.3(b) and Section 5.3(d), from the date of this Agreement until the earlier to occur of the (1) valid termination of this Agreement pursuant to Article VIII and (2) Effective Time, the Company and its Subsidiaries, and their respective directors directors, executive and executive officers not toother officers, will not, and the Company will not authorize permit or knowingly permit direct any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)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 would is reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement, option agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize fail to enforce or commit to do grant any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in waiver or release under any event within two (2) Business Days) following the date hereof, request the prompt return standstill or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure similar agreement entered into with respect to any class of securities of the Company or any of its Subsidiaries unless the Company Board (or a committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties pursuant to applicable Law, it being understood that, in such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Periodinstance, the Company will not be required to enforce, and will be permitted to waive waive, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)); or (vii) authorize or commit to do any of the foregoing.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3(b)5.3, during from the PreNo-Closing PeriodShop Period Start Date (or, with respect to an Excluded Party, 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 notwill, and will cause its Subsidiaries and its and their respective officers and directors, and 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 Representatives relating to any Acquisition Proposal or Acquisition Transaction that are not expressly permitted by this Section 5.3(b), request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the nine (9)-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 Excluded Party, 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 will not, will cause their officers and directors and executive officers not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or use reasonable best efforts to cause their other Representatives to (and will instruct such Persons to not)not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry, proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Third Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries Group or 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 or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Group, in any such case in connection with any Acquisition Proposal or with the intent to induce induce, or that could reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions discussions, communications or negotiations, negotiations with any Third Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal Inquiry (other than only solely informing such Third Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionTransaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any . Notwithstanding the commencement of the foregoing. The No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 5.3(a) with respect to any Excluded Party, including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party following the No-Shop Period Start Date, and the restrictions in this Section 5.3(b) shall not apply with respect thereto, in each case, until the earlier of (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Cut-Off Time and (B) enforce the provisions of any existing confidentiality or nontime that such Person ceases to be an Excluded Party in accordance with the definition thereof. From the No-disclosure agreement entered into Shop Period Start Date (or, with respect to any such inquiryan Excluded Party, proposal, discussion or offer (provided that during the PreCut-Closing PeriodOff Time) 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 not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)) (unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to (1) Except as otherwise permitted by this Section 5.3(b)6.01, during the Pre-Closing Period, (A) the Company will shall not, and will shall cause its each of the Company Subsidiaries and its and their respective officers and directors and executive officers not to, and the Company will not authorize or knowingly permit any of and shall use reasonable best efforts to cause its or its Subsidiaries’ employeestheir agents, consultants or other Representatives to (advisors and will instruct such Persons to not)Affiliates not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, solicit or knowingly encourageencourage or knowingly facilitate any inquiries, facilitate expressions of interest, requests for information, discussions, proposals or assist, any proposal or inquiry offers that constitutes, constitute or would reasonably be expected to lead to, to an Acquisition Proposal; Proposal (including by approving any transaction, or approving any Person acquiring Company Shares such that the Person does not become an “interested stockholder” for purposes of the MGCL), (ii) furnish engage in or otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition 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 Person (other than Parent, Merger Sub or any of their respective designeesdata room) any non-public information relating to the Company or any of its Subsidiaries or afford Acquired Companies to any Person access relating to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any agreement, letter of intent, memorandum of understanding, term sheet, agreement in principle, merger acquisition agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or Contract (other Contract relating than an acceptable confidentiality agreement entered into in accordance with the terms of this Agreement) with respect to an Acquisition TransactionProposal 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 an Acquisition Proposal, (vi) authorize terminate, waive, amend, release or commit 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 is 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. The Company shall , and (AB) as promptly as reasonably practicable (immediately cease and in cause to be terminated all discussions, negotiations, solicitation or encouragement with any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) Persons that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably may be expected to lead ongoing with respect to an Acquisition Proposal and (B) enforce as of the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))date hereof.

No Solicitation or Negotiation. Subject Other than the Permitted Transactions or as agreed to Section 5.3(b)in writing by the parties hereto, during none of the Pre-Closing Period, the Company will not, and will cause its Subsidiaries and parties hereto nor their respective directors and executive officers not toofficers, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ directors, principal stockholders, employees, consultants Representatives or other Representatives to (and will instruct such Persons to not)advisors will, formally or informally, directly or indirectly, (i) solicit, initiate, propose solicit or induce encourage any inquiry or the making, submission of any proposal by any Person that constitutes or announcement ofis reasonably likely to lead to an Acquisition Proposal (as defined below), or knowingly encourage(ii) engage in negotiations or discussions with, facilitate or assistfurnish any information or data to, any Person relating to, or take any other action to facilitate any inquiries or the making of any proposal or inquiry that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal; provided, however, that STI may negotiate with a Person, other than Xxxxxxxx, Xxxxxxxxx or an Affiliate of either of them (a "Potential Acquiror"), if (i) the Potential Acquiror has, in circumstances not involving any prior breach by STI of the foregoing provisions, made an Acquisition Proposal, (ii) furnish STI's Board of Directors believes (based in part upon advice of its Representatives, and after having an opportunity to discuss any Person such Acquisition Proposal with the Potential Acquiror, which contacts shall not be deemed a violation of this Section 5.1.3) that such Potential Acquiror has the financial wherewithal to consummate the Acquisition contemplated by such Acquisition Proposal and the consummation of the Acquisition contemplated by such Acquisition Proposal would be more favorable to STI's stockholders than would the Merger from a financial point of view (a "Superior Proposal") and (iii) based upon the advice of counsel to STI's Board of Directors (notice of which advice shall have been communicated to OmniAmerica), STI's Board of Directors determines in good faith that there is a significant risk that the failure to negotiate with the Potential Acquiror could constitute a breach of its fiduciary duty to STI's stockholders. Each party will give prompt notice, both oral and written, to the other than Parentparties if such party, Merger Sub any of its Subsidiaries or any of their respective designees) officers, directors, principal stockholders, employees, Representatives or advisors receives any non-public information relating communication from a Person not a party to this Agreement that proposes any discussion, negotiation or agreement prohibited under this Section 5.1.3. In addition, STI will give prompt notice, both oral and written, 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, parties of the Company or identity of the Person making any communication from a Potential Acquiror and whether STI has elected to negotiate with a Potential Acquiror in accordance with this Section 5.1.3. STI shall use commercially reasonable efforts to keep OmniAmerica fully informed of its Subsidiaries (other than Parent, Merger Sub or any the status of their respective designees), in any such case in connection with any Acquisition Proposal or negotiation with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, respect thereto. STI may not enter into a definitive agreement for an Acquisition Proposal or the making with a Potential Acquiror with which STI is permitted to negotiate pursuant to this Section 5.1.3 unless (i) at least 10 Business Days prior to STI's execution thereof STI shall have furnished OmniAmerica with a description of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons all of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal material terms thereof and (Bii) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into STI shall terminate this Agreement in accordance with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))Section 8.1.2 hereof.

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 5.3, from the date of this Agreement until the earlier to Section 5.3(b), during occur of the Pre-Closing Periodtermination of this Agreement pursuant to Article VIII and the Effective Time, the Company will and its Subsidiaries shall not, and will shall cause the directors, officers and employees of it and its Subsidiaries and their respective directors and executive officers not to, and the Company will not authorize or knowingly permit any of shall instruct and use its or reasonable best efforts to cause its and its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)not to, directly or indirectly, (i) solicit, initiate, propose or propose, induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal inquiry, proposal, indication of interest or inquiry offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Proton Parent, Merger Sub or any designees of their respective designeesParent, 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 other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the makingany inquiry, submission proposal, indication of interest or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in or continue discussions or negotiations, negotiations with any Person with respect relating to an Acquisition Proposal (or with respect inquiries, proposals, indications of interest or offers that could reasonably be expected to any proposals or inquiries from third Persons relating lead to the making of an Acquisition Proposal (Proposal), in each case other than only informing such Persons of the existence of the provisions contained in this Section 5.3)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 Superior Proposal; (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable Promptly (and in any event within two (2) Business Days24 hours) following the date hereof, execution of this Agreement the Company shall request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential non-public information previously 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 immediately (x) cease and cause to be terminated any discussions, communications or negotiations with any Person (other than Parentthe Parties and their respective Representatives) relating to an Acquisition Proposal (or inquiries, proposals, indications of interest or offers that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would could reasonably be expected to lead to an Acquisition Proposal Proposal) by such Person, in each case that exists as of the date of this Agreement and (By) enforce the provisions shut off all access of any existing confidentiality or non-disclosure agreement entered into 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 such inquiryAcquisition Proposal (or inquiries, proposalproposals, discussion indications of interest or offer (provided offers that during could reasonably be expected to lead to an Acquisition Proposal). From the Pre-Closing Perioddate 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 shall enforce, to enforcethe fullest extent permitted under applicable Law, and will be permitted to waive not waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent similar provision that such provision prohibits or purports to prohibit a confidential proposal being made to the Company or Company Board (or any committee thereof))) unless the Company Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failure to take such action for the purpose of permitting a Person to make a private Acquisition Proposal to the Company Board would be inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3(b)5.3, during from the Pre-Closing Perioddate 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 notwill, and will cause its Subsidiaries and its and their respective directors officers and executive officers not todirectors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of its their officers or its Subsidiaries’ employees, consultants directors or any of their other Representatives to (and will instruct such Persons to not)to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) third party any non-public information relating to the Company or any of and its Subsidiaries or afford to any Person third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of and its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions discussions, communications or negotiations, negotiations with any Person third party with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal Inquiry (other than only informing such Persons third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to From the date of this Agreement, made or indicated an intention Agreement until the earlier to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected occur of the termination of this Agreement pursuant to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3(b)5.1, during from the PreNo-Closing PeriodShop 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 notwill, and will cause its Subsidiaries and its and their respective officers and directors and executive officers not to, and will instruct and cause each of its other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 5.1(b), request the prompt return or destruction of all non-public information concerning the Company and its Subsidiaries theretofore furnished to any such Third Person (and such Third Person’s Representatives) with whom a confidentiality agreement with respect to an Acquisition Proposal 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 and its Subsidiaries or any Acquisition Proposal to any such Third Person or its Representatives; and (B) 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 5.1(c), 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 instruct, authorize or knowingly permit any of its their officers and directors or its Subsidiaries’ employees, consultants or any of their other Representatives to (and will instruct such Persons to not)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 would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Third Person (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective designeesRepresentatives) any non-public information relating to the Company or any of Company, its Subsidiaries or Affiliates or afford to any Third Person access to the business, properties, assets, books, records or other non-public information, or to any personnelPersonnel, of the Company or any of Company, its Subsidiaries or Affiliates (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective designeesRepresentatives), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions discussions, communications or negotiations, negotiations with any Third Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Third Persons of the provisions contained in this Section 5.35.1); (iv) approve, endorse or recommend any proposal that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionProposal, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, agreement in principle, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionProposal (other than an Acceptable Confidentiality Agreement), an - 40 - “Alternative Acquisition Agreement”); or (vi) authorize or commit . From the No-Shop Period Start Date until the earlier to do any occur of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)) (unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 6.4, from the date hereof until the earlier to Section 5.3(b), during occur of the Pre-Closing Periodtermination of this Agreement pursuant to Article VIII and the Effective Time, the Company will shall not, and will shall cause each of its Subsidiaries and its and their respective directors officers and executive officers not todirectors, and the Company will not authorize or knowingly permit any of shall instruct and use its or reasonable best efforts to cause its and its Subsidiaries’ employees, consultants or respective other Representatives to (and will instruct such Persons to not)not to, directly or indirectly, (i) solicit, initiate, propose or induce knowingly encourage or facilitate any inquiry, proposal or offer or the making, submission or announcement ofof any inquiry, or knowingly encourage, facilitate or assist, any proposal or inquiry offer, that constitutes, or would could reasonably be expected to lead to, an Acquisition a Company Takeover Proposal; , or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any information for the purpose of encouraging or facilitating, any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal (other than Parentthan, Merger Sub or any in response to an unsolicited bona fide inquiry that did not arise from a material breach of this Section 6.4(a), solely for the purpose of obtaining clarification from the Person making such Company Takeover Proposal of the terms of such Company Takeover Proposal and facts about the Person that made it and only if failing to do so would be inconsistent with the Company Board’s fiduciary duties, and to refer the inquiring Person to this Section 6.4). The Company shall, and the Company shall cause its Subsidiaries, and its and their respective designees) officers and directors to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, immediately after the execution and delivery of this Agreement, cease any and all existing solicitation, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal. Within three (3) Business Days following the date hereof, the Company shall (A) request in writing that each Person that has heretofore executed a confidentiality agreement, in connection with its consideration of a Company Takeover Proposal or potential Company Takeover Proposal promptly destroy or return to the Company all non-public information heretofore furnished by the Company or any of its Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement and (B) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal by such Person and its Representatives. The Company shall enforce, and not waive, terminate or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (if any) to which the Company is a party, in each case, that prohibits or purports to prohibit a proposal being made to the Company Board. For the avoidance of doubt, any violation of the restrictions set forth in this Section 6.4(a) by a Subsidiary of the Company, any director or officer of 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 Company’s or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case Subsidiaries’ Representatives acting on the Company’s behalf and retained in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably Transactions shall be expected to lead to, an Acquisition Proposal or the making deemed a breach of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv6.4(a) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))Company.

No Solicitation or Negotiation. Subject to the final sentence of this Section 5.3(a), and subject to the terms of Section 5.3(b), during from the Pre-Closing Perioddate 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 and its Subsidiaries shall not, and will cause its Subsidiaries and their respective directors and executive officers not to, and the Company will shall not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other their respective Representatives to (and will instruct such Persons to not)to, directly or indirectly, (iA) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (iiB) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate encourage or assistknowingly facilitate, any proposal or inquiry offer that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal (or with respect to any inquiries, proposals or inquiries from third Persons relating offers that could reasonably be expected to the making of lead to an Acquisition Proposal (Proposal), in each case other than only informing such Persons of the existence of the provisions contained in this Section 5.3)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 Superior Proposal; (ivD) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (vE) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . Subject to do any the following two sentences of this Section 5.3(a), and subject to the foregoing. The Company shall (A) as terms of Section 5.3(b), promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, execution of this Agreement the Company shall request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential non-public information previously 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 to immediately (x) cease any discussions, communications or negotiations with any Person (other than Parentthe Parties and their respective Representatives) in connection with an Acquisition Proposal (or proposals or offers that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would could reasonably be expected to lead to an Acquisition Proposal Proposal) by such Person, in each case that exists as of the date of this Agreement and (By) enforce the provisions shut off all access of any existing confidentiality or non-disclosure agreement entered into Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodTransactions. 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 not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent similar provision that such provision prohibits or purports to prohibit a confidential 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 reasonably likely to be inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to Except as expressly permitted by this Section 5.3(b4.3 (including Section 4.3(b), during the Pre-Closing Period), the Company will shall, and shall cause its Subsidiaries and the Company's and its Subsidiaries' respective directors, officers, employees, investment bankers, financial advisors, underwriters, attorneys, accountants, agents and other representatives (the "Representatives") to, immediately cease any discussions or negotiations with any Person conducted heretofore with respect to an Acquisition Proposal or proposal that would reasonably be expected to lead to an Acquisition Proposal, promptly terminate access to any physical or electronic data room relating to the Company for any such Acquisition Proposal and request each Persons that has, prior to the date hereof, executed a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal, the prompt return or destruction, in accordance with the terms of such confidentiality agreement, of any confidential information 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 will shall cause its Subsidiaries and their respective directors and executive officers Representatives not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, indirectly (i) solicit, initiate, propose cause, induce, facilitate or induce 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, of any such Acquisition Proposal or otherwise knowingly cooperate with or knowingly encourageassist the making, facilitate submission or assist, announcement of any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an such Acquisition Proposal; , (ii) furnish to participate in any discussions or negotiations with any Person regarding any such Acquisition Proposal, (other than Parent, Merger Sub or any of their respective designeesiii) disclose any non-public information relating to the Company or any of its Subsidiaries or to, afford to any Person access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement ofto, or to knowingly encourageassist, participate in, facilitate or assistencourage any effort by, any proposal or inquiry Person that constitutesis seeking to make, or would reasonably be expected to lead tohas made, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an such Acquisition Proposal; (iii) participate, or engage (iv) enter into any merger or other agreement, agreement in discussions principle, letter of intent, term sheet, joint venture agreement, partnership agreement or negotiations, with other similar instrument in each case providing for or contemplating any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an such Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject to the final sentence of this Section 5.3(a) and subject to the terms of Section 5.3(b), during from the Pre-Closing Perioddate 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 and its Subsidiaries shall not, and will cause its Subsidiaries shall instruct (and use their reasonable best efforts to cause) any of their respective directors and executive officers Representatives (in their capacities as such) not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, : (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent or Merger Sub) any non-public information relating to the Company Group or any of its Subsidiaries the Affiliated Practices 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 or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)the Affiliated Practices, in any such case case, in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate induce or assistfacilitate, any a proposal or inquiry offer that constitutes, constitutes or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal inquiry, proposal or with respect offer that constitutes or would reasonably be expected to any proposals or inquiries from third Persons relating lead to the making of an Acquisition Proposal (Proposal, in each case, other than only informing such Persons of the existence of the provisions contained in this Section 5.3)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 any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to, or would reasonably be expected to lead to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (Subject to the extent provided for by final sentence of this Section 5.3(a) and subject to the applicable confidentiality agreement) terms of all confidential information previously furnished to any Person (other than Parent) that hasSection 5.3(b), within the one (1)-year period prior to after the date of this Agreement, made 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 indicated negotiations with any Person (other than Parent and its Representatives) in connection with an intention to make any inquiry, proposal, discussion Acquisition Proposal or a proposal or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal by such Person, (y) promptly (and in any event within one (B1) enforce Business Day after the provisions date of this Agreement) shut off all access of any existing confidentiality Person (other than the Parties and their respective Representatives) to any electronic data room maintained by or non-disclosure agreement entered into on behalf of the Company or its Subsidiaries with respect to any such inquiry, proposal, discussion Acquisition Proposal and request that all non-public information previously provided be returned or offer (provided that during destroyed in accordance with the Pre-Closing Periodapplicable 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, the Company will not be required to enforce, and will not be permitted to waive waive, terminate or modify, any provision of any existing standstill (or confidentiality agreement to the extent similar provision that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))., unless (A) 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 reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and (B) the Company promptly (and in any event within twenty-four (24) hours) notifies Parent in writing of any such waiver, amendment or release. 62

No Solicitation or Negotiation. Subject to Section 5.3(b), The Company agrees that during the Pre-Closing Period, except as permitted by this Section 5.02, neither it nor any Company Subsidiary nor any of the directors and officers of it or any Company will notSubsidiary shall, and will it shall use its reasonable best efforts to instruct and cause its Subsidiaries and their respective directors each Company Subsidiary’s employees, investment bankers, attorneys, accountants and executive officers other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, (iA) continue any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal or (B) (1) solicit, initiate, propose initiate or induce the making, submission facilitate or announcement ofencourage (including by way of furnishing information) any inquiries regarding, or knowingly encourage, facilitate or assist, the making of any proposal or inquiry offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; , (ii2) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any information or afford any Person (other than Parent, Merger Sub or any of their respective designeesParent and its Affiliates) 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 informationrecords, or to any personnel, personnel of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)the Company Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement ofwith, or to knowingly encourage, facilitate for the purpose of soliciting or assist, any proposal encouraging or inquiry that constitutes, or would reasonably be expected to lead tofacilitating, an Acquisition Proposal or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; , (iii3) participateapprove, adopt, endorse or engage recommend or enter into any letter of intent, acquisition agreement, agreement in discussions principle or negotiations, with any Person Contract with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would could reasonably be expected to lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement), (4) take any action to exempt any Person (other than Parent and its Subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable Takeover Laws or the Company’s organizational and other governing documents, (B5) enforce modify, waive, amend or release any existing standstill or similar obligations owed by any Person to the Company or any of the Company Subsidiaries, or (6) resolve to do or agree to any of the foregoing. Notwithstanding anything to the contrary in this Section 5.02(a) or elsewhere in this Agreement, the Company may waive provisions of any existing confidentiality standstill applicable to any Person or non-disclosure agreement entered into group (or its Representatives) in response to an unsolicited proposal that did not result from a breach of this Section 5.02(a) if the Board of Directors determines in good faith after consultation with the Company’s outside counsel that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Board of Directors to the Company’s stockholders under applicable Legal Requirements. Other than as specifically permitted by Section 5.02(b), the Company shall, and shall cause each of its Subsidiaries and direct each of its and their respective Representatives to, immediately cease and terminate any existing solicitation, discussion or negotiation heretofore conducted by the Company, any of its Subsidiaries or their respective Representatives with any Person (other than Parent and its Affiliates) with respect to any Acquisition Proposal, cease providing any further information with respect to the Company, its Subsidiaries to any such inquiryPerson or its Representatives, proposalterminate access for any such Persons and their Representatives to any physical or electronic data room, discussion or offer (provided that during and promptly, following the Pre-Closing Perioddate hereof, the Company will shall request that all non-public information previously provided by or on behalf of the Company or any of the Company Subsidiaries to any such Person be returned or destroyed in accordance with the applicable confidentiality agreement. The Company agrees any breach of this Section 5.02(a) by any of its Representatives (inclusive of actions taken under this Section 5.02(a) that otherwise could not be required to enforce, and taken by the Company) will be permitted deemed to waive any provision be a breach of any standstill or confidentiality agreement to this Agreement by the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))Company.

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 6.2 (including Section 6.2(c)) and except as may relate to Section 5.3(b), during the Pre-Closing Periodany Excluded Party, the Company will not, and will cause its Subsidiaries and their respective officers and directors and executive officers not toshall, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other shall cause the Company Representatives to (and will instruct such Persons to not), directly or indirectlyto, (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 to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources), discussions or negotiations (or any other actions permitted by Section 6.2(a)) with any Persons that may be ongoing with respect to any inquiry, proposal or Acquisition Proposal, and as promptly as practicable thereafter deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any inquiry, proposal or Acquisition Proposal, effective immediately, which notice shall also request such Person to return or destroy promptly all confidential information concerning the Company and its Subsidiaries, and the Company shall take all reasonably necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement (including enforcement of any applicable standstill provision), and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time or the termination of this Agreement in accordance with ARTICLE VIII, not directly or indirectly (A) initiate, solicit, initiateknowingly facilitate or knowingly encourage (publicly or otherwise) (including by way of providing access to non-public information or the business, propose properties, assets or induce personnel of the Company or any of its Subsidiaries to any Person and its Representatives and its Affiliates) any inquiries regarding, or the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal; , (iiB) furnish to engage or enter into, continue or otherwise participate in any Person (other than Parentdiscussions or negotiations with respect to, Merger Sub or any of their respective designees) provide any non-public information relating to or data concerning, the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public informationrelating to, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal or otherwise cooperate with or assist or participate in, or knowingly facilitate such inquiries, proposals, discussions or negotiations, (C) grant to any Person any waiver, amendment or release under any standstill or confidentiality agreement, 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 the making of any proposal an offer that would reasonably be expected to lead to an Acquisition Proposal; ) or (iiiD) participateotherwise facilitate any such inquiries, proposals, discussion or engage in discussions negotiations or negotiations, with any effort or attempt by any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, make an Acquisition Proposal; (v) enter into . A breach by any letter Subsidiary or Representative of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement the Company or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of its Subsidiaries of this Section 6.2 shall constitute a breach by the foregoingCompany of this Section 6.2. The Company shall Within twenty-four (A24) as promptly as reasonably practicable (and in any event within two (2) Business Days) hours following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or nonNo-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodShop Period Start Date, the Company will not be required to enforcenotify Parent of the number and identity of Excluded Parties and, and will be permitted to waive any provision of any standstill or confidentiality agreement subject to the extent that such provision prohibits or purports ability of the Company to prohibit make a confidential proposal being made Recommendation Withdrawal pursuant to and in accordance with this Section 6.2, the Company’s Board of Directors shall publicly expressly reaffirm the Company Board (or any committee thereof))Recommendation.

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 6.4, from the No-Shop Period Start Date until the earlier to Section 5.3(b), during occur of the Pre-Closing Periodtermination of this Agreement pursuant to Article VIII and the Effective Time, the Company will shall not, and will shall cause each of its Subsidiaries and its and their respective directors officers and executive officers not todirectors, and the Company will not authorize or knowingly permit any of shall instruct its or and its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, encourage or facilitate or assist, any proposal or inquiry offer or any inquiries regarding the making of any proposal or offer, including any proposal or offer to its stockholders, that constitutes, or would reasonably be expected to lead to, an Acquisition a Company Takeover Proposal; , or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with for the intent to induce the making, submission purpose of encouraging or announcement of, or to knowingly encourage, facilitate or assistfacilitating, any inquiry, proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal (other than, in response to an Acquisition unsolicited inquiry that did not arise from a breach of Section 6.4(b) (other than any breach that is both immaterial and unintentional), solely to ascertain facts from the Person making such Company Takeover Proposal required by its fiduciary duties about such Company Takeover Proposal and the Person that made it). The Company shall, and the Company shall cause its Subsidiaries, and its and their respective officers and directors to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, immediately after the No-Shop Period Start Date cease any and all existing solicitation, discussions or the making negotiations with any Persons (or provision of any proposal that would reasonably be expected nonpublic information to lead to an Acquisition Proposal; (iiiany Persons) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals inquiry, proposal or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition a Company Takeover Proposal; , except as set forth in the last sentence of this Section 6.4(b). Within four (v4) enter into any letter of intentBusiness Days following the No-Shop Period Start Date, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as request in writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a Company Takeover Proposal or potential Company Takeover Proposal promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt destroy or return or destruction (to the extent provided for Company all nonpublic information heretofore furnished by the applicable Company or any of its Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal agreement and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal by such inquiry, proposal, discussion or offer (provided that during Person and its Representatives. Notwithstanding the Precommencement of the No-Closing PeriodShop Period Start Date, the Company will not be required to enforcemay grant waivers, and will be permitted to waive amendments or releases under any provision of any pre-existing standstill or confidentiality agreement similar provision to any Person to the extent that such provision prohibits or purports necessary to prohibit allow for a confidential proposal being Company Takeover Proposal or amendment to a confidential Company Takeover Proposal to be made to the Company Board (or any committee thereof))Company.

No Solicitation or Negotiation. 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 shall, and shall cause its Subsidiaries and its and their respective directors, officers and employees to and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ unaffiliated Representatives to, promptly cease and terminate (or cause to be terminated) any discussions or negotiations with any Person and its Affiliates and Representatives that would be prohibited by this Section 5.3(b), during immediately terminate (or cause to be terminated) such Person’s and its Affiliates’ and Representatives’ access to any data room (virtual, online or otherwise) and request that all confidential information furnished by or on behalf of the PreCompany to such Person be returned or destroyed in accordance with the terms of the applicable confidentiality agreements. Subject to the terms of Section 5.3(c), from the No-Closing PeriodShop 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 shall not, and will shall cause its Subsidiaries and its and their respective directors directors, officers and executive officers employees not to, to and the Company will not authorize or knowingly permit any of shall instruct and use its or reasonable best efforts to cause its and its Subsidiaries’ employees, consultants or other unaffiliated Representatives to (and will instruct such Persons to not)not 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 offer that constitutes, is or would could reasonably be expected to lead toconstitute, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent or Merger Sub) any non-public information and data 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 other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal any proposal or with respect offer that is or could reasonably be expected to any proposals or inquiries from third Persons relating to the making of constitute an Acquisition Proposal (other than only informing (A) solely to inform such Persons of the provisions contained in this Section 5.3; and (B) contacting a Person or its Representatives that made such Acquisition Proposal solely to clarify the terms and conditions of such Acquisition Proposal); (iv) approve, adopt, endorse or recommend an Acquisition Proposal or any offer or proposal that constitutes, or would reasonably be expected could lead to lead to, an Acquisition Proposal; or (v) authorize or enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionProposal (or any offer or proposal that could lead to any Acquisition Proposal), other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); . Except as otherwise provided in Section 5.3(a), 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 not, and shall cause its Subsidiaries and its and their respective directors, officers and employees not to and shall use its reasonable best efforts to cause its and its Subsidiaries’ unaffiliated Representatives not to, directly or indirectly, (x) terminate, amend, release, modify or fail to enforce any provision (including any standstill or similar provision) of, or grant any permission, waiver or request under, any confidentiality, standstill or similar agreement, (y) grant any waiver, amendment or release under any Takeover Laws or (viz) authorize resolve, agree or commit propose to do any of the foregoing, in each case, except if the Company Board determines in good faith (after consultation with is outside legal counsel) that the failure to do so would likely cause the Company Board to violate its fiduciary duties under applicable Laws. The Without limiting the foregoing, the Company shall agrees that if any of its or its Subsidiaries’ Representatives (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person excluding Representatives (other than Parentdirectors and officers who are also directors or officers of the Company) of non-wholly owned Subsidiaries but only if the action or failure to take action is in respect of such Subsidiary (or its Subsidiaries) and not the Company or any of its other Subsidiaries) takes (or omits to take) any action that has, within the one if taken (1)-year period prior to the date or not taken) would constitute a breach of this AgreementSection 5.3(b), made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any then such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board action (or any committee thereof))inaction) shall be deemed to constitute a breach of this Section 5.3(b) by the Company.

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 5.2 (including Section 5.2(c)) and except as may relate to Section 5.3(b), during the Pre-Closing Periodany Excluded Party, the Company will not, and will cause its Subsidiaries and their respective officers and directors and executive officers not toshall, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other shall cause the Company Representatives to (and will instruct such Persons to not), directly or indirectlyto, (i) at 12:00 a.m. (Nashville time) on the 31st calendar day after the date of this Agreement (the “No-Shop Period Start Date”) immediately cease and terminate any solicitation, encouragement (including by way of providing access to non-public information or the business, properties, assets or personnel of the Company or any of its Subsidiaries to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources), discussions or negotiations (or any other actions permitted by Section 5.2(a)) with any Persons that may be ongoing with respect to any inquiry, proposal or Acquisition Proposal, and as promptly as practicable thereafter deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any inquiry, proposal or Acquisition Proposal, effective immediately, which notice shall also request such Person to return or destroy promptly all confidential information concerning the Company and its Subsidiaries, and the Company shall take all reasonably necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement (including enforcement of any applicable standstill provision), and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VII, not directly or indirectly (A) initiate, solicit, initiateknowingly facilitate or knowingly encourage (publicly or otherwise) (including by way of providing access to non-public information or the business, propose properties, assets or induce personnel of the Company or any of its Subsidiaries to any Person and its Representatives and its Affiliates) any inquiries regarding, or the making, submission or announcement of, or knowingly encourage, facilitate or assist, of any proposal or inquiry offer that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal; , (iiB) furnish to engage or enter into, continue or otherwise participate in any Person (other than Parentdiscussions or negotiations with respect to, Merger Sub or any of their respective designees) provide any non-public information relating to or data concerning, the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public informationrelating to, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal or otherwise cooperate with or assist or participate in, or knowingly facilitate such inquiries, proposals, discussions or negotiations, (C) grant to any Person any waiver, amendment or release under any standstill or confidentiality agreement, 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 the making of any proposal an offer that would reasonably be expected to lead to an Acquisition Proposal; ) or (iiiD) participateotherwise facilitate any such inquiries, proposals, discussion or engage in discussions negotiations or negotiations, with any effort or attempt by any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, make an Acquisition Proposal; (v) enter into . A breach by any letter Subsidiary or Representative of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement the Company or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of its Subsidiaries of this Section 5.2 shall constitute a breach by the foregoingCompany of this Section 5.2. The Company shall Within twenty-four (A24) as promptly as reasonably practicable (and in any event within two (2) Business Days) hours following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or nonNo-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodShop Period Start Date, the Company will not be required to enforcenotify Parent of the number and identity of Excluded Parties and, and will be permitted to waive any provision of any standstill or confidentiality agreement subject to the extent that such provision prohibits or purports ability of the Company to prohibit make a confidential proposal being made Recommendation Withdrawal pursuant to and in accordance with this Section 5.2, the Company’s Board of Directors shall publicly expressly reaffirm the Company Board (or any committee thereof))Recommendation.

No Solicitation or Negotiation. Subject The Company will, will cause its Subsidiaries 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 Representatives with respect to any Acquisition Transaction, (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, its Subsidiaries and its and their Representatives) to any physical or electronic data room. Except as expressly permitted by Section 5.3(b5.4(b), during from the Pre-Closing Perioddate of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will use reasonable best efforts to cause its Subsidiaries and their respective directors and executive officers Representatives not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), 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 offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (in each case other than only (A) informing such Persons of the provisions contained in this Section 5.35.4 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 other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize resolve, propose or commit agree to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to From the date of this Agreement, made or indicated an intention Agreement until the earlier to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected occur of the termination of this Agreement pursuant to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will be permitted to waive not waive, modify, amend or terminate, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential 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 be permitted to waive, modify, amend or terminate any provision of any standstill agreement (or similar agreement) in order to permit a Person to make an Acquisition Proposal, 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 terminate would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to the final sentence of this Section 5.3(a), and subject to the terms of Section 5.3(b), during from the Pre-Closing Perioddate 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 and its Subsidiaries shall not, and will cause its Subsidiaries and their respective directors and executive officers shall not toinstruct, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other their respective Representatives to (and will instruct such Persons to not)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 offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate encourage or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead toknowingly facilitate, an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (or the making of any proposal inquiries, proposals or offers that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal under the circumstances described in Section 5.3(b) (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . Subject to do any the following two sentences of this Section 5.3(a), and subject to the foregoing. The terms of Section 5.3(b), after the date of this Agreement, the Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential non-public information previously 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 at any time within the six (6) month period immediately preceding the date hereof, and shall promptly cease and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to immediately cease, (A) any solicitations, discussions, communications or negotiations with any Person (other than Parentthe Parties and their respective Representatives) in connection with an Acquisition Proposal by such Person, in each case that has, within the one (1)-year period prior to exists as of the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions all access of any existing confidentiality or non-disclosure agreement entered into Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to the Transactions, and (C) providing any further information with respect to the Company or any Acquisition Proposal to any such inquiry, proposal, discussion Person or offer (provided that during its Representatives. From the Pre-Closing Perioddate 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 not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential 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 financial advisors and outside legal counsel, that failure to take such action would reasonably likely to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to the final two sentences of this Section 5.3(b), during and subject to the Preterms of Section 5.3(c), from the No-Closing PeriodShop 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, and will cause its Subsidiaries and their respective directors and executive officers not toshall not, and the Company will and its Subsidiaries shall not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other their Representatives to (and will instruct such Persons to not)to, directly or indirectly, (iA) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (iiB) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal (or with respect to any inquiries, proposals or inquiries from third Persons relating offers or any other effort or attempt that could reasonably be expected to the making of lead to an Acquisition Proposal (Proposal), in each case other than only informing such Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (vD) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal entered into in compliance with Section 5.3(c) (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); ) or (viE) authorize agree or commit resolve to do take, or take, any of the foregoing. The Company shall actions prohibited by the foregoing clauses (A) as promptly as reasonably practicable through (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (D). Subject to the extent provided for by following two sentences of this Section 5.3(b), and subject to the applicable confidentiality agreementterms of Section 5.3(c) and except with respect to an Excluded Party, at the No-Shop Period Start Date, the Company shall immediately, and shall cause each of all confidential information previously furnished its Subsidiaries and cause its and their respective Representatives to immediately, (1) cease any solicitations, discussions, communications or negotiations with any Person (other than Parentthe Parties and their respective Representatives) that has, within the one (1)-year period prior to the date of this Agreement, made in connection with an Acquisition Proposal by such Person or indicated an intention to make any inquiry, proposal, discussion a proposal or offer regarding any potential Acquisition Transaction or that constitutes or would could reasonably be expected to lead to an Acquisition Proposal and Proposal, in each case that exists as of the No-Shop Period Start Date, (B2) enforce the provisions terminate all access of any existing confidentiality or non-disclosure agreement entered into Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to the Transaction and (3) inform the Persons referred to in clauses (1) and (2) of the obligations undertaken in this Section 5.3(b) and promptly (and in any event within 48 hours of the No-Shop Period Start Date) request from each Person other than an Excluded Party that has executed a confidentiality agreement in connection with its consideration of making an Acquisition Proposal to return or destroy (as provided in the terms of such inquiry, proposal, discussion confidentiality agreement) all confidential information concerning the Company or offer (provided that during any of its Subsidiaries. From the PreNo-Closing PeriodShop 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 waive, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))) if the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to do so would be inconsistent with its directors’ fiduciary duties under applicable Law; provided, the Company promptly advises Parent in writing within 48 hours of making such determination that it is taking such action and the identity of the party or parties with respect to which it is taking such action. Notwithstanding the foregoing and the occurrence of the No-Shop Period Start Date, the Company and its Affiliates and their respective Representatives may continue to engage in the activities described in Section 5.3(a) with respect to any Excluded Party, including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party following the No-Shop Period Start Date until the earlier of (x) 12:01 a.m. on the 61st day after the date of this Agreement (the “Cut-Off Date”) and (y) the time that such Excluded Party ceases to be an Excluded Party in accordance with the proviso in the definition thereof and, for clarity, at the earlier of (x) and (y) the provisions of Section 5.3(b) and Section 5.3(c) will apply.

No Solicitation or Negotiation. Subject to the terms of Section 5.3(b), during from the Pre-Closing Perioddate 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 and its Subsidiaries shall not, and will cause its Subsidiaries and their respective directors and executive officers not to, and the Company will shall not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other their respective Representatives to (and will instruct such Persons to not)acting on their behalf to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiry, proposal or inquiry offer with respect to, that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) including by providing any non-public information relating to the Company or any of its Subsidiaries or afford to any Person affording access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to knowingly induce the making, submission or announcement of, or to knowingly encourage, facilitate encourage or assistknowingly facilitate, any proposal or inquiry that constitutes, or would reasonably be expected to lead offer with respect to, an Acquisition Proposal that constitutes or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iiiii) participate, participate or engage in in, enter into, continue or otherwise participate in, any discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or (and their respective Representatives, including potential financing sources of such Person) with respect to any Acquisition Proposals (or inquiries, proposals or inquiries from third Persons relating offers or any other effort or attempt that could reasonably be expected to the making of lead to an Acquisition Proposal (Proposal), in each case, other than only informing such Persons of the existence of the provisions contained in this Section 5.3)5.3 and contacting the Person making the Acquisition Proposal solely in order to clarify (but not to engage in negotiations or provide non-public information) any ambiguous terms and conditions of the Acquisition Proposal that are necessary to determine whether the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal; (iii) otherwise cooperate with or assist or participate in or facilitate the making of any Acquisition Proposal, including granting a waiver, amendment or release under any pre-existing standstill or similar provision to the extent necessary to allow for an Acquisition Proposal or amendment to an Acquisition Proposal to be made to the Company or the Company Board; (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (v) approve, recommend or enter into into, or propose to approve, recommend to enter into, any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionTransaction (including any “clean team” or similar arrangement), other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . Subject to do any the following two sentences of this Section 5.3(a), and subject to the foregoing. The Company shall (A) as terms of Section 5.3(b), reasonably promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereofof this Agreement, (x) the Company shall request the prompt return or destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person (other than Parent, the Guarantors, the Financing Sources and their respective Representatives and Affiliates) with whom a confidentiality agreement was entered into at any time prior to the extent provided for by date hereof with respect to an Acquisition Proposal, and (y) the applicable confidentiality agreementCompany shall, and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to, (a) of all confidential information previously furnished to cease any discussions, communications or negotiations with any Person (other than Parentthe Parties and their respective Representatives) in connection with an Acquisition Proposal (or proposals or offers that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would could reasonably be expected to lead to an Acquisition Proposal Proposal) by such Person, in each case that exists as of the date of this Agreement and (Bb) enforce the provisions shut off all access of any existing confidentiality or non-disclosure agreement entered into Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodTransactions. 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 not be permitted to waive waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent similar provision that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof))unless the Company Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject The Company will, will cause its Subsidiaries 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 Representatives with respect to any Acquisition Transaction, (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, its Subsidiaries and its and their Representatives) to any physical or electronic data room. Except as expressly permitted by Section 5.3(b5.4(b), during from the Pre-Closing Perioddate of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will use reasonable best efforts to cause its Subsidiaries and their respective directors and executive officers Representatives not to, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), 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 offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (in each case other than only (A) informing such Persons of the provisions contained in this Section 5.35.4 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 other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).;

No Solicitation or Negotiation. Subject Except as permitted by this Section 5.3, from the date of this Agreement until the earlier to Section 5.3(b), during occur of the Pre-Closing Periodtermination of this Agreement pursuant to Article VIII and the Offer Acceptance Time, the Company will and its Subsidiaries shall not, and will cause its Subsidiaries and their respective directors and executive officers shall not toinstruct, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other their respective Representatives to (and will instruct such Persons to not)to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of their respective designeesParent 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 of their respective designees)Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or with the intent to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal by such Person (or with respect to any inquiries, proposals or inquiries from third Persons relating offers or other efforts that could reasonably be expected to the making of lead to an Acquisition Proposal (by such Person), in each case other than only informing such Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating with respect to an Acquisition TransactionProposal, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating with respect to an Acquisition TransactionProposal, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished grant to any Person (other than Parent) that hasany waiver, within the one (1)-year period prior to the date of this Agreement, made amendment or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the Company will not be required to enforce, and will be permitted to waive any provision of release under any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to any Anti-Takeover Laws unless the Company Board (or any a committee thereof)).) first determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to take such action would reasonably be likely to be inconsistent with its fiduciary duties under applicable Law or

No Solicitation or Negotiation. Subject to the terms of Section 5.3(b‎5.3(b), during from and after the Pre-Closing Perioddate hereof until the earlier to occur of the termination of this Agreement pursuant to ‎Article VIII and the Effective Time, the Company will cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors (collectively, “Representatives”), cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives and terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section ‎5.3(b), from and after the date hereof 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 and their respective directors and executive officers not toinstruct, and the Company will not authorize or knowingly permit any of its or Representatives acting on the Company’s behalf (other than Parent and its Subsidiaries’ employees, consultants or other Representatives to (Affiliates and will instruct such Persons to not)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 would is reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub to Parent or any designees of their respective designeesParent) any non-public information relating to the Company or any of its Subsidiaries 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 or any of its Subsidiaries Group (other than Parent, Merger Sub Parent or any designees of their respective designeesParent), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal Proposal; (iii) participate or the making of engage in discussions or negotiations with any Person with respect to any inquiry or proposal that constitutes, or would reasonably be expected to lead to to, an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following From the date hereof, request hereof until the prompt return or destruction (earlier to occur of the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal ‎Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will will, if requested, be permitted to waive waive, any provision of any standstill or confidentiality agreement agreement, in each case, solely to the extent that such provision prohibits or purports the Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to prohibit a confidential proposal being made do so would be inconsistent with its fiduciary duties pursuant to the Company Board (or any committee thereof))applicable law.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3, 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 cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 5.3(a), request the prompt return or destruction of all non-public information concerning the Company or its Subsidiaries previously 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 of this Agreement 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(b), during from the Pre-Closing Perioddate of this Agreement 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 and their respective directors and executive officers not toinstruct, and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not)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 would is reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any designees of their respective designeesParent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries 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 or any of its Subsidiaries Group (other than Parent, Merger Sub or any designees of their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (v) or enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit . From the date hereof until the earlier to do any occur of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date termination of this Agreement, made or indicated an intention Agreement pursuant to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will be permitted to waive waive, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof)).

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 5.3 and except in respect of an Exempted Party (but only for so long as such Person or group of Persons is an Exempted Party) until the date which is ten (10) days after the No-Shop Period Start Date (the “Cut-off Date”), from and after the No-Shop Period Start Date, the Company will and will cause each of its Subsidiaries and its and their officers and directors to, and will instruct and use its reasonable best efforts to cause its other Representatives to, (i) cease any solicitations, discussions or negotiations with any Person that would be prohibited by this Section 5.3(b), during request the Preprompt return or destruction of all non-Closing Period, public information concerning the Company will not, Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into within the six (6) month period immediately preceding the No-Shop Period Start Date and will cause terminate all access granted to any such Person and its Subsidiaries Representatives to any physical or electronic data room; and their respective directors and executive officers not to, (ii) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company will not authorize or knowingly permit any of its or its Subsidiaries’ employeesEffective Time, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, (iA) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assistassist the making, submission or announcement of any proposal proposal, inquiry or inquiry offer that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (iiB) furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) or its Representatives (in their respective designeescapacity as such) any non-public information relating to the Company Group or any of its Subsidiaries Acquisition Proposal or afford to any Person or its Representatives (in their capacity as such) 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 Group (other than Parent, Merger Sub or any designees of their respective designeesParent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate, participate or engage in discussions or negotiations, negotiations with any Person with respect to an Acquisition Proposal or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); or (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (vD) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. The Company shall (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to From the date of this Agreement, made or indicated an intention Agreement until the earlier to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably be expected occur of the termination of this Agreement pursuant to lead to an Acquisition Proposal Article VIII and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing PeriodEffective Time, the Company will not be required to enforce, and will be permitted to waive or release, any provision of any standstill or confidentiality agreement solely to the extent that such provision prohibits has the effect of prohibiting or purports to prohibit making a confidential proposal being made Acquisition Proposal to the Company Board (or any committee thereof)). For avoidance of doubt, notwithstanding the expiration of the Go-Shop Period, the Company and its Representatives may, prior to the Cut-off Date, continue to engage in the activities described in this Section 5.3(b) with respect to Persons who are Exempted Parties (but only for so long as such Person or group is an Exempted Party) and their Representatives, including with respect to any amended proposal submitted by any Exempted Party following the expiration of the Go-Shop Period and prior to the Cut-off Date, and the restrictions in this Section 5.3(b) shall not apply with respect thereto; provided that the provisions of Section 5.3(e) shall apply to an Acquisition Proposal of any Exempted Party.

No Solicitation or Negotiation. Subject to Section 5.3(b), during The Company agrees that between the Pre-date of this Agreement and the earlier of (a) the Closing Periodand (b) the termination of this Agreement, the Company will not, and will cause its Subsidiaries and their respective directors and executive officers not to, and the Company will not authorize or knowingly permit any of its Subsidiary, or its Subsidiaries’ employeesany Affiliate, consultants officer, director or employee of, or any financial adviser, accountant or other Representatives to representative retained by, the Company or any Subsidiary (and will instruct such Persons to notcollectively, the "Representatives"), to, directly or indirectly, solicit or encourage any inquiries or proposals for (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 would which may reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiationsnegotiations with or provide any information to any person or entity (other than a Representative of the Company or Purchaser) in connection with, (i) the acquisition of any stock, assets or business of the Company or any Subsidiary, (ii) any merger or consolidation involving the Company or any Subsidiary, or (iii) any recapitalization or restructuring of the Company or any Subsidiary, in each case, regardless of whether a third party is involved, provided, however, that the foregoing will not prohibit the Company from providing information to any person or entity to the extent that the Board determines in good faith, after consultation with outside counsel as to legal matters, that its fiduciary duties require it to do so, provided that prior to providing such information (i) the Company notifies and reasonably consults with Purchaser in connection therewith and (ii) such person or entity has entered into a customary confidentiality agreement reasonably acceptable to the Board. The Company immediately will cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person with respect to an Acquisition Proposal or persons conducted heretofore with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing, except as required hereby or expressly permitted pursuant to the immediately preceding sentence. The Company shall will notify Purchaser, in writing, promptly (but in any event no later than one business day) after any such proposal or offer or any inquiry or other contact with any person with respect thereto, is made and will, in any such notice to Purchaser, (A) as promptly as reasonably practicable (and indicate in any event within two (2) Business Days) following reasonable detail the date hereofidentity of the person, request the prompt return firm, corporation or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make any inquiry, entity making such proposal, discussion offer, inquiry or offer regarding any potential Acquisition Transaction contact and the terms and conditions of such proposal, offer, inquiry or that constitutes or would reasonably be expected to lead to an Acquisition Proposal other contact and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into include all written materials received with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the thereto. The Company will agrees not be required to enforceto, and will be permitted to cause each Subsidiary not to, without the prior written consent of Purchaser, release any person, firm, corporation or other entity from, or waive any provision of any of, and confidentiality or standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to which the Company Board (or any committee thereof))Subsidiary is a party.