Common use of No Solicitation or Negotiation Clause in Contracts

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

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

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

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

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

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

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

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 5.026.1, neither it nor any until the Effective Time, each of its Merger Partner, Public Company and their respective Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallshall not, and it each of Merger Partner and Public Company shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s their respective directors, officers, members, employees, investment bankersagents, attorneys, accountants consultants, contractors, accountants, financial advisors and other advisors, agents and authorized representatives are hereinafter referred to as its (“Representatives”) not to, directly or indirectly: (i) initiate, solicit, seek or initiate or knowingly take any action to facilitate or encourage or otherwise knowingly facilitate any offers, inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company Acquisition Proposal, or engage, participate in, or knowingly facilitate, any discussions or negotiations regarding, or furnish any nonpublic information to any person in connection with any inquiries, proposals or offers that constitute or could reasonably be expected to lead to, an Acquisition Proposal; (ii) engage enter into, continue or otherwise participate or engage in any discussions or negotiations relating regarding any Acquisition Proposal, or furnish to any person any non-public information or afford any person other than Public Company Acquisition Proposal or Merger Partner, as applicable, access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any inquiryoffers, inquiries or the making of any proposal or offer that would constitutes, or could reasonably be expected to lead to a Company to, any Acquisition Proposal; or; (iii) provide take any information or data action to make the provisions of any takeover statute inapplicable to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company transactions contemplated by an Acquisition Proposal; or (iv) otherwise knowingly facilitate publicly propose to do any effort of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or attempt anything to make a the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), prior to the Specified Time, each of Public Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore Merger Partner may (A) furnish non-public information with respect to Public Company and its Subsidiaries or Merger Partner and its Subsidiaries, as the case may be, to any Qualified Person (and the Representatives of such Qualified Person), or (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal; provided that (x) either Merger Partner or Public Company (as applicable) receives from the Qualified Person an executed confidentiality agreement on the terms not less restrictive than exist in the Confidentiality Agreement and continuing additional provisions that expressly permit such party to comply with this terms of this Section 6.1 (a copy of which shall be provided to the other party), (y) the party seeking to make use of this proviso has not otherwise materially breached this Section 6.1 with respect to such Acquisition Proposal or the person making such Acquisition Proposal, and (z) the Merger Partner Board or proposal Public Company Board (as applicable) has determined that taking such actions would reasonably be expected required to lead to prevent a Company Acquisition Proposalbreach of its fiduciary duties under applicable law. The Company will promptly inform the Persons referred to in the preceding sentence It is understood and agreed that any violation of the obligations undertaken restrictions in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return 6.1 (or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the action that, if taken by Public Company or Merger Partner, as applicable, would constitute such a violation) by any Representatives of its Subsidiaries and promptly terminate all physical and electronic data access previously granted Public Company or Merger Partner shall be deemed to such Personbe a breach of this Section 6.1 by Public Company or Merger Partner, as applicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Solicitation or Negotiation. (a) The Company, its subsidiaries and other affiliates and heir respective officers and other employees, directors, representatives (including the Financial Advisor or any other investment banker and any attorneys and accountants) and agents shall immediately cease any discussions or negotiations with any other persons with respect to any Third Party Acquisition. Neither the Company agrees that, except as expressly permitted by this Section 5.02, neither it nor any of its Subsidiaries subsidiaries and other affiliates shall, nor shall the Company authorize or permit any of its or its Subsidiaries’ their respective officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, representatives or agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) initiate, encourage, solicit, knowingly encourage participate in or otherwise knowingly facilitate initiate discussions or negotiations with or provide any inquiries information to any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; PROVIDED, HOWEVER, that if the making Company Board determines in good faith, after consultation with outside legal counsel of any national reputation, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable Delaware law, the Company may, in response to a proposal or offer for a Third Party Acquisition that constituteswas not solicited and that the Company Board determines, or would reasonably be expected to lead toafter consultation with the Company Financial Advisor, any is from a Third Party that is capable of consummating a Superior Proposal and only for so long as the Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer Board so determines that would reasonably be expected its actions are likely to lead to a Superior Proposal, (i) furnish information with respect to the Company Acquisition Proposal; or (iii) provide to any such person pursuant to a customary confidentiality agreement so long as any information or data so provided which has not previously been provided by the Company to any Person Parent will be promptly delivered to Parent and (ii) participate in connection with any Company Acquisition Proposal or any inquiry, the discussions and negotiations regarding such proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposaloffer. The Company shall, promptly (and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated in any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company event within one business day after becoming aware thereof) will promptly inform the Persons referred to (i) notify Parent in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning event the Company or any of its Subsidiaries subsidiaries and other affiliates or any of their respective officers, directors, employees and agents receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof, and any request for confidential information in connection with a potential Third Party Acquisition, (ii) provide a copy of any written agreements, proposals or other materials the Company receives from any such person or group (or its representatives), and (iii) advise Parent of the status, at any time upon Parent's request, and from time to time promptly terminate following any material developments concerning the same. (b) Except as set forth in this Section 5.2(b), the Company Board shall not withdraw or modify its recommendation of the transactions contemplated hereby or approve or recommend, or cause or permit the Company to enter into any agreement or obligation with respect to, any Third Party Acquisition. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment, after consultation with and after receiving the advice of outside legal counsel of national reputation, that it is required to do so in order to comply with its fiduciary duties, the Company Board may withdraw its recommendation of the transactions contemplated hereby or approve or recommend a Superior Proposal, but in each case only (i) after providing written notice to Parent (a "NOTICE OF SUPERIOR PROPOSAL") advising Parent that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person or group making such Superior Proposal and (ii) if Parent does not, within 48 hours after Parent's receipt of the Notice of Superior Proposal, make an offer that the Company Board by a majority vote determines in its good faith judgment (after consultation with the Financial Advisor or another financial advisor of nationally recognized reputation) to be at least as favorable to the Company's stockholders as such Superior Proposal; PROVIDED, HOWEVER, that the Company shall not be entitled to enter into any agreement with respect to a Superior Proposal unless and until this Agreement is terminated pursuant to Section 7.1 and the Company has paid any amounts due to Parent pursuant to Section 7.3. Any disclosure that the Company Board may be compelled to make with respect to the receipt of a proposal for a Third Party Acquisition or otherwise in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Agreement; PROVIDED, HOWEVER, that such disclosure states that no action will be taken by the Company Board in violation of this Section 5.2(b). (c) For purposes of this Agreement, "THIRD PARTY ACQUISITION" means the occurrence of any of the following events: (i) the acquisition of the Company by merger or otherwise by any person (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) other than Parent, Acquisition or any affiliate thereof (a "THIRD PARTY"); (ii) the acquisition by a Third Party of any material portion (which shall include 20% or more) of the assets of the Company and its subsidiaries, taken as a whole; or (iii) the acquisition by a Third Party who beneficially owns 20% or more of the outstanding Shares as of the date of this Agreement of an additional 5% or more of the outstanding Shares or the acquisition by any other Third Party of 20% or more of the outstanding Shares. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any BONA FIDE proposal (1) to acquire, directly or indirectly, for consideration consisting solely of cash and/or securities, all physical of the Shares then outstanding, or all or substantially all the assets, of the Company; (2) for which there is no financing contingency and electronic data access previously granted which contains terms that the Company Board determines in its good faith judgment (after consultation with, as to such Personthe financial terms, the Financial Advisor or another financial advisor of nationally recognized reputation to be more favorable to the Company's stockholders than the Offer and the Merger; (3) that the Company Board determines in its good faith judgment (following consultation with the Financial Advisor or another financial advisor of nationally recognized reputation and its legal and other advisors) to be likely to be completed (taking into account all legal, financial, regulatory and other aspects of the proposal; (4) that does not contain a "right of first refusal" or "right of first offer" with respect to any counter-proposal that Parent might make; and (5) that is not subject to satisfactory diligence by the person making the proposal.

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

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

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

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

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

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.026.3, until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ the officers, directors and employees of it or its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents advisors and representatives (a Person’s such directors, officers, employees, investment bankers, attorneys, accountants and other advisorsadvisors and representatives, agents and representatives are hereinafter referred to as its collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any indication of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company Acquisition Proposal;Proposal (as defined below) or any SunEdison Standalone Acquisition Proposal (as defined in the Voting and Support Agreement); or (ii) engage in, continue or otherwise participate in any discussions (other than to request clarification of an Acquisition Proposal that has already been made for purposes of assessing whether such Acquisition Proposal is or would be reasonably likely to result in a Superior Proposal) or negotiations relating regarding, or provide any non-public information or data to any Company Acquisition Proposal or Person relating to, any inquiry, indication of interest, proposal or offer that would constitutes, or could reasonably be expected to lead to to, an Acquisition Proposal or a Company SunEdison Standalone Acquisition ProposalProposal other than a Permitted SunEdison Proposal (as defined below); or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or a Company SunEdison Standalone Acquisition Proposal other than a Permitted SunEdison Proposal. The Company shall; or (iv) waive, terminate, modify or release any Person (other than Sponsor and its Affiliates) from any provision of, or fail to enforce or grant any permission, waiver or request under, any confidentiality or “standstill” or similar agreement or obligation, other than a confidentiality or similar agreement with a creditor of SunEdison that does not contain a “standstill” or similar obligation, provided that the Company shall cause its Subsidiaries and use its reasonable best efforts not be required to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposaltake, or proposal be prohibited from taking, any action otherwise required or prohibited under this sub-clause (iv) if the board of directors of the Company, or the Conflicts Committee, determines in good faith, after consultation with its outside legal counsel, that such action or inaction would reasonably be expected to lead result in a breach of the directors’ fiduciary duties under applicable Law; or (v) execute or enter into any letter of intent, agreement in principle, term sheet, memorandum of understanding, merger agreement, acquisition agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) relating to an Acquisition Proposal or a SunEdison Standalone Acquisition Proposal other than a Permitted SunEdison Proposal (an “Alternative Acquisition Agreement”). Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Requisite Company Vote is obtained, the Company and its Representatives may (A) provide information in response to a request therefor by a Person who has made a bona fide written Acquisition Proposal that did not result from a breach of this Section 6.3 if the Company has received or receives from the Person so requesting such information an executed confidentiality agreement on terms that are not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal and shall not include any term that would prevent the Company from complying with its obligations under this Agreement (any confidentiality agreement satisfying the criteria of this clause (A) being referred to as an “Acceptable Confidentiality Agreement”); and promptly discloses (and, if applicable, provides copies of) any such information to Sponsor to the extent not previously disclosed or provided; and (B) engage or participate in any discussions or negotiations with any Person who has made such a bona fide written Acquisition Proposal. The ; if and only to the extent that, (x) prior to taking any action described in clause (A) or (B) above, the board of directors of the Company will promptly inform and the Persons Conflicts Committee determines in good faith after consultation with its outside legal counsel that failure to take such action would reasonably be expected to result in a breach of the directors’ fiduciary duties under applicable Law, and (y) in each such case referred to in clause (A) or (B) above, the preceding sentence board of directors of the obligations undertaken Company and the Conflicts Committee has determined in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection good faith based on the information then available and after consultation with its consideration of making a Company outside legal counsel and financial advisor that such Acquisition Proposal to return or destroy either constitutes a Superior Proposal (as provided defined below) or is reasonably likely to result in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Persona Superior Proposal.

No Solicitation or Negotiation. The Company agrees that(a) Except for (i) motions and related pleadings and documents to be filed by the Seller with the U.S. Bankruptcy Court in connection with the Seller's efforts to cause the U.S. Bankruptcy Court to enter the Bidding Procedures Order, except as expressly permitted the Approval Order and any Section 365 Order and (ii) any and all actions that may be taken by this Section 5.02or on behalf of the Seller in furtherance of the foregoing, neither it from the date hereof until the moment the Bidding Procedures Order has been entered by the U.S. Bankruptcy Court, the Seller shall not, nor shall the Seller authorize or permit any of its Subsidiaries nor or any officer, director, employee, agent or representative of the Seller or any of its Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by the Seller or any of its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts ) to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit, knowingly encourage or otherwise knowingly facilitate accept any inquiries inquiries, proposals or the making offers in respect of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; , (ii) engage or otherwise participate in any discussions or negotiations relating regarding, or furnish to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide other Person any information with respect to, or data to otherwise cooperate in any Person in connection with any Company Acquisition Proposal way with, or any inquiryassist or participate in, proposal facilitate or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate encourage, any effort or attempt by any other Person to make a Company do or seek any Acquisition Proposal. The Company shallProposal and, and the Company Seller shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any all existing discussions and or negotiations with any Person parties conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposalof the foregoing. The Company will Seller shall notify Purchaser promptly inform of any Acquisition Proposal (or any amendment in respect thereof) made by any third party or any inquiry or contact with any Person with respect thereto, that is made and shall, in any such notice to Purchaser, indicate in reasonable detail the Persons referred to in the preceding sentence identity of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company such Acquisition Proposal to return or destroy (as provided in related inquiry or contact and the terms and conditions of such confidentiality agreement) all confidential information concerning Acquisition Proposal or related inquiry or contact until the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.moment that the Bidding Procedures Order has been entered by the U.S.

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

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

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 5.026.1, until the Effective Time, neither it the Company nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it the Company shall instruct cause its directors, officers and senior management not to and shall use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: (i) solicit, initiate, solicit, knowingly facilitate or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal;; or (ii) engage other than informing Persons of the existence of the provisions of this Section 6.1, enter into, continue or otherwise participate in any discussions or negotiations relating regarding any Acquisition Proposal, or provide or furnish to any Company Acquisition Proposal Person or any inquiry, proposal group who has made or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide make any information or data to any Person in connection with any Company Acquisition Proposal or for the purpose of encouraging or facilitating any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential any non-public information concerning the Company or any of its Subsidiaries. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), if at any time prior to the Effective Time, (i) the Company has received after the date of this Agreement a written Acquisition Proposal that did not result from a material breach of this Section 6.1, and (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal (the Person making such Acquisition Proposal, a “Qualified Person”), then the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Qualified Person (and the Representatives of such Qualified Person), pursuant to a confidentiality agreement not materially less restrictive with respect to the confidentiality and non-use obligations of the Qualified Person than the Confidentiality Agreement (provided, that the Company shall promptly thereafter (and in any event within one (1) Business Day) provide to the Parent, subject to the terms of the Confidentiality Agreement, any material non-public information (whether written or unwritten) concerning the Company and its Subsidiaries that is provided to (or made accessible to) such Qualified Person and which was not previously provided or made available to the Parent), (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any such Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal and (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any such Qualified Person.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.025.3, neither it nor any from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries nor any of its or its Subsidiaries’ officersshall not, directors and shall cause the directors, officers and employees shallof it and its Subsidiaries not to, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, solicitpropose, induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate assist, any inquiries or the making inquiry, proposal, indication of any proposal interest or offer that constitutes, constitutes or would could reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) engage furnish to any Person (other than Parent, Proton Parent, Merger Sub or otherwise participate any designees of Parent, Proton Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries, in any discussions or negotiations relating to such case in connection with any Company Acquisition Proposal or any inquiry, proposal proposal, indication of interest or offer that would could reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information participate or data to engage in or continue discussions or negotiations with any Person in connection with any Company relating to an Acquisition Proposal (or any inquiryinquiries, proposal proposals, indications of interest or offer offers that would could reasonably be expected to lead to an Acquisition Proposal), in each case other than informing such Persons of the existence of the provisions contained in this Section 5.3 and contacting the Person making the Acquisition Proposal solely in order to clarify the terms of the Acquisition Proposal in connection with determining whether the Acquisition Proposal constitutes a Company Superior Proposal; (iv) approve, endorse or recommend an Acquisition Proposal; or (ivv) otherwise knowingly facilitate enter into any effort letter of intent, memorandum of understanding, merger agreement, acquisition agreement or attempt other Contract relating to make a Company an Acquisition ProposalTransaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). The Company shall, Promptly (and in any event within 24 hours) following the execution of this Agreement the Company shall cause request the return or destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person (other than Parent and its Affiliates) with whom a confidentiality agreement was entered into at any time within the twelve-month period immediately preceding the date hereof with respect to a potential Acquisition Transaction, and shall immediately upon the execution hereof cease and shall cause each of its Subsidiaries and each of its and its Subsidiaries’ directors, officers and employees to and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, to immediately (x) cease and cause to be terminated any discussions and discussions, communications or negotiations with any Person conducted heretofore with respect (other than the Parties and their respective Representatives) relating to any Company an Acquisition ProposalProposal (or inquiries, proposals, indications of interest or proposal offers that would could reasonably be expected to lead to a Company an Acquisition Proposal. The Company will promptly inform the Persons referred to ) by such Person, in the preceding sentence each case that exists as of the obligations undertaken date of this Agreement and (y) shut off all access of any Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to the Transactions or any Acquisition Proposal (or inquiries, proposals, indications of interest or offers that could reasonably be expected to lead to an Acquisition Proposal). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall enforce, to the fullest extent permitted under applicable Law, and will not waive, terminate or modify, any provision of any standstill or similar provision that prohibits or purports to prohibit a proposal being made to the Company or Company Board (or any committee thereof) unless the Company Board has determined in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection good faith, after consultation with its consideration financial advisors and outside legal counsel, that failure to take such action for the purpose of making permitting a Company Person to make a private Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of Board would be inconsistent with its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personfiduciary duties under applicable Law.

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

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

No Solicitation or Negotiation. The 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 agrees thatand its Subsidiaries shall not, except as expressly permitted by this Section 5.02, neither it nor and shall not authorize or permit any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not their respective Representatives acting on their behalf to, directly or indirectly: , (i) solicit, initiate, solicitpropose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiry, proposal or offer with respect to, that constitutes or could reasonably be expected to lead to, an Acquisition Proposal, including by providing any non-public information relating to the Company or any of its Subsidiaries or affording access to the business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries, in any such case with the intent to knowingly induce the making, submission or announcement of, or to knowingly encourage or otherwise knowingly facilitate any inquiries or the making of facilitate, any proposal or offer with respect to, that constitutes, constitutes or would reasonably be expected to lead to, any Company to an Acquisition Proposal; ; (ii) participate or engage in, enter into, continue or otherwise participate in in, any discussions or negotiations relating with any Person (and their respective Representatives, including potential financing sources of such Person) with respect to any Company Acquisition Proposals (or inquiries, proposals or offers or any other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal), in each case, other than informing such Persons of the existence of the provisions contained in this Section 5.3 and contacting the Person making the Acquisition Proposal solely in order to clarify (but not to engage in negotiations or provide non-public information) any inquiry, proposal ambiguous terms and conditions of the Acquisition Proposal that are necessary to determine whether the Acquisition Proposal constitutes or offer that 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 an Acquisition Proposal; or or (iiiv) provide approve, recommend or enter into, or propose to approve, recommend to enter into, any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction (including any “clean team” or similar arrangement), other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). Subject to the following two sentences of this Section 5.3(a), and subject to the terms of Section 5.3(b), reasonably promptly (and in any event within two Business Days) following the date of this Agreement, (x) the Company shall request the return or destruction of all non-public information concerning the Company or data its Subsidiaries theretofore furnished to any such Person in connection (other than Parent, the Guarantors, the Financing Sources and their respective Representatives and Affiliates) with whom a confidentiality agreement was entered into at any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected time prior to lead the date hereof with respect to a Company an Acquisition Proposal; or , and (ivy) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The the Company shall, and the Company shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to, immediately (a) cease and cause to be terminated any discussions and discussions, communications or negotiations with any Person conducted heretofore (other than the Parties and their respective Representatives) in connection with respect to any Company an Acquisition Proposal, Proposal (or proposal proposals or offers that would could reasonably be expected to lead to a Company an Acquisition Proposal) by such Person, in each case that exists as of the date of this Agreement and (b) shut off all access of any Person (other than the Parties and their respective Representatives) to any electronic data room maintained by the Company with respect to the Transactions. The From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will promptly inform be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or similar provision that prohibits or purports to prohibit a proposal being made to the Persons referred to Company Board unless the Company Board has determined in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection good faith, after consultation with its consideration of making a Company Acquisition Proposal financial advisors and outside legal counsel, that failure to return or destroy (as provided in the terms of take such confidentiality agreement) all confidential information concerning the Company or any of action would be reasonably likely to be inconsistent with its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personfiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the terms of this Section 5.025.3, neither it nor any of during the Interim Period, the Company will, and will cause its Subsidiaries nor any of and its or its Subsidiaries’ officers, and their respective officers and directors and employees shallto, and it shall will instruct and use reasonable best efforts to cause each of its other Representatives to, cease and cause to be terminated any discussions or negotiations with any Third Person and its Subsidiaries’ investment bankersRepresentatives, attorneysrequest 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, accountants 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 advisorsdiligence access). Subject to the terms of Section 5.3(b), agents during the Interim Period, the Company and representatives (a Person’s directorsits Subsidiaries will not, officerswill cause their directors and officers not to, employees, investment bankers, attorneys, accountants and will use reasonable best efforts to cause their other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representative not to, directly or indirectly: , (i) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate assist, any inquiries Inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) engage furnish to any Third Person any non-public information relating to the Company Group or otherwise participate afford to any Third Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group, in any discussions such case with the intent to induce, or negotiations relating that could reasonably be expected to any Company result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any inquiry, Inquiries or the making of any proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information participate or data to any Person engage in connection discussions, communications or negotiations with any Company Third Person with respect to an Acquisition Proposal or Inquiry, other than solely informing such Third Persons of the existence of the provisions contained in this Section 5.3; (iv) approve, endorse or recommend any inquiry, proposal that constitutes or offer that would reasonably be expected to lead to a Company to, an Acquisition Proposal; or or (ivv) otherwise knowingly facilitate enter into any effort letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or attempt other Contract relating to make a an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). During the Interim Period, the Company Acquisition Proposal. The Company shallwill be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company shall cause Board or the Special Committee (unless, prior to the Company’s receipt of the Stockholder Consent, the Company Board or the Special Committee has determined in good faith, after consultation with its Subsidiaries and use its reasonable best efforts outside counsel, that failure to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that take such action would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection be inconsistent with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personfiduciary duties under applicable Law).

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

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

No Solicitation or Negotiation. The Company agrees thatOther than the Permitted Transactions or as agreed to in writing by the parties hereto, except as expressly permitted by this Section 5.02, neither it none of the parties hereto nor any of its Subsidiaries nor any of its or its Subsidiaries’ their respective officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officersprincipal stockholders, employees, investment bankersRepresentatives or advisors will, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not toformally or informally, directly or indirectly: , (i) initiate, solicitsolicit or encourage any inquiry or the submission of any proposal by any Person that constitutes or is reasonably likely to lead to an Acquisition Proposal (as defined below), knowingly encourage or otherwise knowingly (ii) engage in negotiations or discussions with, or furnish 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 offer that constitutes, or would may reasonably be expected to lead to, any Company 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) engage or otherwise participate STI's Board of Directors believes (based in part upon advice of its Representatives, and after having an opportunity to discuss any discussions or negotiations relating to any Company such Acquisition Proposal or any inquirywith the Potential Acquiror, proposal or offer 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 reasonably be expected more favorable to lead to STI's stockholders than would the Merger from a Company Acquisition financial point of view (a "Superior Proposal; or ") and (iii) provide any information or data based upon the advice of counsel to any Person STI's Board of Directors (notice of which advice shall have been communicated to OmniAmerica), STI's Board of Directors determines in connection good faith that there is a significant risk that the failure to negotiate with any Company Acquisition Proposal or any inquirythe Potential Acquiror could constitute a breach of its fiduciary duty to STI's stockholders. Each party will give prompt notice, proposal or offer that would reasonably be expected both oral and written, to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposal. The Company shallthe other parties if such party, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries or any of their respective officers, directors, principal stockholders, employees, Representatives or advisors receives any 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 promptly written, to the other parties of the 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 the status of any such Acquisition Proposal or negotiation with respect thereto. STI may not enter into a definitive agreement for an Acquisition Proposal 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 all of the material terms thereof and (ii) STI shall terminate all physical and electronic data access previously granted to such Personthis Agreement in accordance with Section 8.1.2 hereof.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.026.2, until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ the officers, directors and employees of it or its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents advisors and representatives (a Person’s such directors, officers, employees, investment bankers, attorneys, accountants and other advisorsadvisors and representatives, agents and representatives are hereinafter referred to as its collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any indication of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company Acquisition Proposal;Proposal (as defined below) or any SunEdison Standalone Acquisition Proposal (as defined in the Voting and Support Agreement); or (ii) engage in, continue or otherwise participate in any discussions (other than to request clarification of an Acquisition Proposal that has already been made for purposes of assessing whether such Acquisition Proposal is or would be reasonably likely to result in a Superior Proposal) or negotiations relating regarding, or provide any non-public information or data to any Company Acquisition Proposal or Person relating to, any inquiry, indication of interest, proposal or offer that would constitutes, or could reasonably be expected to lead to to, an Acquisition Proposal or a Company SunEdison Standalone Acquisition ProposalProposal other than a Permitted SunEdison Proposal (as defined below); or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or a Company SunEdison Standalone Acquisition Proposal other than a Permitted SunEdison Proposal. The Company shall; or (iv) waive, terminate, modify or release any Person (other than Parent and its Affiliates) from any provision of, or fail to enforce or grant any permission, waiver or request under, any confidentiality or “standstill” or similar agreement or obligation, other than a confidentiality or similar agreement with a creditor of SunEdison that does not contain a “standstill” or similar obligation, provided that the Company shall cause its Subsidiaries and use its reasonable best efforts not be required to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposaltake, or proposal be prohibited from taking, any action otherwise required or prohibited under this sub-clause (iv) if the board of directors of the Company, or any duly authorized committee thereof, determines in good faith, after consultation with its outside legal counsel, that such action or inaction would reasonably be expected to lead result in a breach of the directors’ fiduciary duties under applicable Law; or (v) execute or enter into any letter of intent, agreement in principle, term sheet, memorandum of understanding, merger agreement, acquisition agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) relating to an Acquisition Proposal or a SunEdison Standalone Acquisition Proposal other than a Permitted SunEdison Proposal (an “Alternative Acquisition Agreement”). Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Requisite Company Vote is obtained, the Company and its Representatives may (A) provide information in response to a request therefor by a Person who has made a bona fide written Acquisition Proposal that did not result from a breach of this Section 6.2 if the Company has received or receives from the Person so requesting such information an executed confidentiality agreement on terms that are not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal and shall not include any term that would prevent the Company from complying with its obligations under this Agreement (any confidentiality agreement satisfying the criteria of this clause (A) being referred to as an “Acceptable Confidentiality Agreement”); and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously disclosed or provided; and (B) engage or participate in any discussions or negotiations with any Person who has made such a bona fide written Acquisition Proposal. The Company will promptly inform ; if and only to the Persons referred extent that, (x) prior to taking any action described in clause (A) or (B) above, the preceding sentence board of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration directors of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any duly authorized committee thereof determines in good faith after consultation with its outside legal counsel that failure to take such action would reasonably be expected to result in a breach of the directors’ fiduciary duties under applicable Law, and (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company or any duly authorized committee thereof has determined in good faith based on the information then available and after consultation with its Subsidiaries outside legal counsel and promptly terminate all physical and electronic data access previously granted financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to such Personresult in a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.4, neither it nor any from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not, and shall cause each of its Subsidiaries nor any of and its or its Subsidiaries’ officers, directors and employees shalltheir respective officers and directors, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and respective other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, solicit, or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any inquiry, proposal or offer or the making, submission or announcement of any inquiry, proposal or offer, that constitutes, or would could reasonably be expected to lead to, any a Company Acquisition Takeover Proposal; , or (ii) engage in, continue or otherwise participate in any discussions or negotiations relating regarding, or furnish to any Company Acquisition Proposal other Person any information for the purpose of encouraging or facilitating, any inquiry, proposal or offer that would constitutes, or could reasonably be expected to lead to to, a Company Acquisition Proposal; or Takeover Proposal (iii) provide any information or data other than, in response to any an unsolicited 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 in connection 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 any the Company Acquisition Proposal or any inquiryBoard’s fiduciary duties, proposal or offer that would reasonably be expected and to lead refer the inquiring Person to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposalthis Section 6.4). The Company shall, and the Company shall cause its Subsidiaries Subsidiaries, and 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 execution and delivery of this Agreement, cease any and cause to be terminated any all existing solicitation, discussions and or negotiations with any Person conducted heretofore Persons (or provision of any non-public information to any Persons) with respect to any Company Acquisition Proposalinquiry, proposal or offer that constitutes, or proposal that would could reasonably be expected to lead to to, a Company Acquisition Takeover Proposal. The Within three (3) Business Days following the date hereof, the Company will promptly inform the Persons referred to shall (A) request in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from writing that each Person that has heretofore executed a confidentiality agreement agreement, in connection with its consideration of making a Company Acquisition Takeover Proposal or potential Company Takeover Proposal promptly destroy or return to return the Company all non-public information heretofore furnished by the Company or destroy (as provided any of its Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreementagreement and (B) all confidential information concerning 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 any of the Company’s or its Subsidiaries’ Representatives acting on the Company’s behalf and promptly terminate all physical and electronic data access previously granted to such Personretained in connection with the Transactions shall be deemed a breach of this Section 6.4(a) by the Company.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.4, neither it nor any from the No-Shop Period Start Date (or, with respect to an Excluded Party, from 11:59 p.m. New York City time on the tenth (10th) day following the No-Shop 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 shall not, and shall cause each of its Subsidiaries nor any of and its or its Subsidiaries’ officers, directors and employees shalltheir respective officers and directors, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, solicit, or knowingly encourage or otherwise knowingly facilitate any proposal or offer or any inquiries or regarding the making of any proposal or offer, including any proposal or offer to its stockholders, that constitutes, or would reasonably be expected to lead to, 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 in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or Takeover Proposal (iiiother than, in response to an unsolicited inquiry that did not arise from a breach of Section 6.4(b) provide (other than any information or data breach that is both immaterial and unintentional), solely to any ascertain facts from the Person in connection making such Company Takeover Proposal consistent with any its fiduciary duties about such Company Acquisition Takeover Proposal or any inquiryand the Person that made it, proposal or offer that would reasonably be expected solely to lead refer the inquiring Person to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposalthis Section 6.4). The Company shall, and the Company shall cause its Subsidiaries Subsidiaries, and 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 Excluded Party, the Cut-Off Time) cease any and cause to be terminated any all existing solicitation, discussions and or negotiations with any Person conducted heretofore Persons (or provision of any nonpublic information to any Persons) with respect to any Company Acquisition Proposalinquiry, proposal or offer that constitutes, or proposal that would reasonably be expected to lead to to, a Company Acquisition Takeover Proposal. The Company will promptly inform the Persons referred to , except as set forth in the preceding last sentence of the obligations undertaken in this Section 5.026.4(b). The Within five (5) Business Days following the No-Shop Period Start Date (or, with respect to an Excluded Party, within five (5) Business Days after the Company will promptly Stockholder Approval has been obtained), the Company shall (A) request from in writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Takeover Proposal or potential Company Takeover Proposal promptly destroy or return to return or destroy (as provided in the terms of such confidentiality agreement) Company all confidential nonpublic information concerning heretofore furnished by the Company or any of its Subsidiaries Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement and promptly (B) terminate all access to any physical and or electronic data access previously granted rooms relating to a possible Company Takeover Proposal by such PersonPerson and its Representatives. Notwithstanding the commencement of the No-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 Excluded Party, including with respect to any amended or modified Company Takeover Proposal submitted by any Excluded Party following the No-Shop Period Start Date until obtaining the Company Stockholder Approval, and the restrictions in this Section 6.4(b) shall not apply with respect thereto.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.025.2 (including Section 5.2(c)) and except as may relate to any Excluded Party, neither it nor the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall cause the Company Representatives to, (i) at 12:00 a.m. (Nashville time) on the 31st calendar day after the date of 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 nor to any of Person and its Representatives, its Affiliates and its prospective equity and debt financing sources), discussions or its Subsidiaries’ officersnegotiations (or any other actions permitted by Section 5.2(a)) with any Persons that may be ongoing with respect to any inquiry, directors and employees shallproposal or Acquisition Proposal, and it as promptly as practicable thereafter deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any inquiry, proposal or Acquisition Proposal, effective immediately, which notice shall instruct and use reasonable best efforts also request such Person to cause its return or destroy promptly all confidential information concerning the Company and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents the Company shall take all reasonably necessary actions to secure its rights and representatives (a ensure the performance of any such Person’s directorsobligations under any applicable confidentiality agreement (including enforcement of any applicable standstill provision), officersand (ii) from the No-Shop Period Start Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VII, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly: indirectly (iA) initiate, solicit, knowingly facilitate or knowingly encourage (publicly or otherwise knowingly facilitate otherwise) (including by way of providing access to non-public information or the business, properties, assets or personnel of the Company or any of its Subsidiaries to any Person and its Representatives and its Affiliates) any inquiries regarding, or the making making, submission or announcement of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company to an Acquisition Proposal; , (iiB) engage or enter into, continue or otherwise participate in any discussions or negotiations relating with respect to, or provide any non-public information or data concerning, the Company or its Subsidiaries to any Company Person relating to, or that would reasonably be expected to lead to, any Acquisition Proposal or otherwise cooperate with or assist or participate in, or knowingly facilitate such inquiries, proposals, discussions or negotiations, (C) grant to any inquiryPerson any waiver, proposal amendment or release under any standstill or confidentiality agreement, the Rights Agreement or any Takeover Statute (in each case, other than (if the Board first determines that the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law) a limited waiver, amendment or release thereunder for the sole purpose of allowing any Person or Group to make an Acquisition Proposal or an offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or ) or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (ivD) otherwise knowingly facilitate any such inquiries, proposals, discussion or negotiations or any effort or attempt by any Person to make a Company an Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated A breach by any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, Subsidiary or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence Representative of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries of this Section 5.2 shall constitute a breach by the Company of this Section 5.2. Within twenty-four (24) hours following the No-Shop Period Start Date, the Company will notify Parent of the number and promptly terminate all physical identity of Excluded Parties and, subject to the ability of the Company to make a Recommendation Withdrawal pursuant to and electronic data access previously granted to such Personin accordance with this Section 5.2, the Company’s Board of Directors shall publicly expressly reaffirm the Company Board Recommendation.

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

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

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the terms of this Section 5.025.3, neither it nor any from the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Offer Acceptance Time, the Company will, and will cause its Subsidiaries nor any of and its or its Subsidiaries’ officers, directors and employees shalltheir respective officers and directors, and it shall will instruct and use reasonable best efforts to cause each of its other Representatives to cease and cause to be terminated any discussions or negotiations with any Third Person and its Subsidiaries’ investment bankersRepresentatives relating to any Acquisition Proposal or Acquisition Transaction that are not expressly permitted by this Section 5.3(a), attorneysrequest the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the 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), accountants 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 not to, and will use reasonable best efforts to cause their other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or otherwise knowingly facilitate assist, any inquiries or the making of any Inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, any Company an Acquisition Proposal; ; (ii) engage furnish to any Third Person any non-public information relating to the Company Group or otherwise participate afford to any Third Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group, in any discussions such case with the intent to induce, or negotiations relating that could reasonably be expected to any Company result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any inquiry, Inquiries or the making of any proposal or offer that would reasonably be expected to lead to a Company an Acquisition Proposal; or (iii) provide any information participate or data to any Person engage in connection discussions, communications or negotiations with any Company Third Person with respect to an Acquisition Proposal or Inquiry (other than solely informing such Third Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any inquiry, proposal that constitutes or offer that would reasonably be expected to lead to a Company to, an Acquisition Proposal; or or (ivv) otherwise knowingly facilitate enter into any effort letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or attempt other Contract relating to make a an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Offer Acceptance Time, the Company Acquisition Proposal. The Company shallwill be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company shall cause Board (or any committee thereof) (unless the Company Board has determined in good faith, after consultation with its Subsidiaries and use its reasonable best efforts outside counsel, that failure to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that take such action would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection be inconsistent with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Personfiduciary duties under applicable Law).

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

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

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 5.026.2, from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its or its Subsidiaries’ officers, directors and employees Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any Company Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations relating regarding, or provide any non-public information to any Company Acquisition Proposal or Person relating to, any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company an Acquisition Proposal. The Company shall, and Notwithstanding the Company shall cause its Subsidiaries and use its reasonable best efforts foregoing but subject to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations the Company’s compliance in all material respects with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence other provisions of the obligations undertaken in this Section 5.02. The 6.2, if at any time prior to obtaining the Requisite Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning Vote the Company or any of its Representatives receives a bona fide written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal did not result from any breach of this Section 6.2 and the board of directors of the Company reasonably determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that (A) such Acquisition Proposal may constitute or is reasonably expected to become a Superior Proposal, and (B) with respect to such written Acquisition Proposal, that the failure to take the actions set forth in the following clauses (1) and (2) of this Section 6.2 would be reasonably likely to be inconsistent with its fiduciary duties under Law, then the Company and its Representatives may (1) furnish, pursuant to an appropriate confidentiality agreement, non-public information with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Acquisition Proposal; provided, that the Company shall, substantially concurrently (and promptly terminate all physical and electronic data access previously granted in any event within 48 hours) with providing written non-public information to such Person, provide to the Controlling Shareholder any such written non-public information which was not previously provided to Controlling Shareholder or its Affiliates and (2) engage in or otherwise participate in discussions or negotiations with such Person or group of Persons with respect to such written Acquisition Proposal; provided that as promptly as reasonably practicable following the Company taking any of the actions (and in any event within 48 hours thereof) described in clauses (1) and (2) above, the Company shall (x) provide written notice to Controlling Shareholder of the determination(s) of the board of directors of the Company provided above and (y) furnish to the Controlling Shareholder a true and correct copy of any confidentiality or other agreement entered into with such Person or group of Persons.

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

No Solicitation or Negotiation. The Company agrees thatDuring the Pre-Closing Period, except as expressly permitted by this Section 5.026.2, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallthe Company shall not, and it the Company shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ directors, officers and employees not to, and shall cause its and their respective investment bankers, attorneys, accountants and other advisors, agents and or representatives (a Person’s collectively, along with such directors, officers, officers and employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not toto not, directly or indirectly: (i) solicit, initiate, solicitinduce, knowingly encourage or otherwise knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL), any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, any a Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating or cooperate in any way with any Person regarding any proposal or offer the consummation of which would constitute a Company Acquisition Proposal; (iii) provide any information or data concerning the Company or any of its Subsidiaries to any Person in connection with any proposal the consummation of which would constitute a Company Acquisition Proposal or for the purpose of soliciting, initiating, inducing, encouraging or facilitating a Company Acquisition Proposal; (iv) enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to a Company Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Company Acquisition Proposal; or; (iiiv) provide adopt, approve or recommend or make any information public statement approving or data to any Person in connection with any Company Acquisition Proposal or recommending any inquiry, proposal or offer that would constitutes, or could reasonably be expected to lead to to, a Company Acquisition ProposalProposal (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); take any action or exempt any Person (other than Parent and its Subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or the Company’s organizational or other governing documents; or (ivvi) otherwise knowingly facilitate resolve, publicly propose or agree to do any effort or attempt to make a Company Acquisition Proposalof the foregoing. The Company shall, and the Company shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would could reasonably be expected to lead to a Company Acquisition Proposal, and shall promptly terminate access by any such Person to any physical or electronic data rooms relating to any such Company Acquisition Proposal. The As soon as reasonably practicable after the date of this Agreement, the Company will promptly inform the Persons referred shall deliver a written notice to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed entered into a confidentiality agreement in connection with its consideration anticipation of potentially making a Company Acquisition Proposal within the last 90 days, to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Company Acquisition Proposal, effective on the date hereof and requesting the prompt return or destroy (as provided in the terms destruction of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted furnished to such Person.

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

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

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

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

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

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

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 5.026.4, neither it nor any from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not, and shall cause each of its Subsidiaries nor any of and its or its Subsidiaries’ officers, directors and employees shalltheir respective officers and directors, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, solicit, or knowingly encourage or otherwise knowingly facilitate any proposal or offer or any inquiries or regarding the making of any proposal or offer, including any proposal or offer to its stockholders, that constitutes, or would reasonably be expected to lead to, 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 in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or Takeover Proposal (iiiother than, in response to an unsolicited inquiry that did not arise from a breach of Section 6.4(b) provide (other than any information or data breach that is both immaterial and unintentional), solely to any ascertain facts from the Person in connection with any making such Company Acquisition Takeover Proposal or any inquiry, proposal or offer required by its fiduciary duties about such Company Takeover Proposal and the Person that would reasonably be expected to lead to a Company Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Company Acquisition Proposalmade it). The Company shall, and the Company shall cause its Subsidiaries 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 cause to be terminated any all existing solicitation, discussions and or negotiations with any Person conducted heretofore Persons (or provision of any nonpublic information to any Persons) with respect to any Company Acquisition Proposalinquiry, proposal or offer that constitutes, or proposal that would reasonably be expected to lead to to, a Company Acquisition Takeover Proposal. The Company will promptly inform the Persons referred to , except as set forth in the preceding last sentence of the obligations undertaken in this Section 5.026.4(b). The Within four (4) Business Days following the No-Shop Period Start Date, the Company will promptly shall (A) request from in writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Takeover Proposal or potential Company Takeover Proposal promptly destroy or return to return or destroy (as provided in the terms of such confidentiality agreement) Company all confidential nonpublic information concerning heretofore furnished by the Company or any of its Subsidiaries Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement and promptly (B) terminate all access to any physical and or electronic data access previously granted rooms relating to a possible Company Takeover Proposal by such PersonPerson and its Representatives. Notwithstanding the commencement of the No-Shop Period Start Date, the Company may grant waivers, amendments or releases under any pre-existing standstill or similar provision to any Person to the extent necessary to allow for a confidential Company Takeover Proposal or amendment to a confidential Company Takeover Proposal to be made to the Company.

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

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

No Solicitation or Negotiation. The Company agrees that, except (a) Except as expressly permitted by set forth in this Section 5.026.1, neither it nor any of the Company shall not, and shall cause its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its the Company’s and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants and other advisorsaccountants, agents and other advisors or representatives are hereinafter referred to as its (such directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicitcause, knowingly facilitate or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; (ii) engage enter into, continue or otherwise participate in any discussions or negotiations relating regarding, or furnish to any Company Acquisition Proposal Person any information for the purpose of knowingly encouraging or knowingly facilitating, any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (iii) provide enter into any information or data agreement related to any Person Acquisition Proposal. Notwithstanding anything to the contrary set forth in connection this Agreement, the Company may, to the extent failure to do so would be inconsistent with the fiduciary obligations of the Company Board under New Jersey Law, as determined in good faith by the Company Board after considering applicable New Jersey Law and after consultation with outside counsel, (A) prior to obtaining the Company Shareholder Approval, acting solely through outside counsel, contact and engage in discussions (such contact and discussions, “Clarifying Discussions”) with any Company person or group and their respective Representatives who has made an unsolicited written Acquisition Proposal or solely for the purpose of clarifying such Acquisition Proposal and any inquiry, proposal or offer material terms thereof and the conditions to consummation so as to enable the Company Board to determine whether there is a reasonable possibility that would reasonably be expected to such Acquisition Proposal could lead to a Superior Proposal, provided that the Company shall notify the Buyer of such Acquisition Proposal and its intention to instruct counsel to engage in any such Clarifying Discussions in accordance with Section 6.1(c) prior to its outside counsel's engaging in any such Clarifying Discussions; and (B) in response to a bona fide, unsolicited written Acquisition Proposal made after the date of this Agreement and received by the Company Board after the date of this Agreement that the Company Board determines in good faith after consultation with outside counsel and its financial advisor constitutes, or would be reasonably likely to result in, a Superior Proposal, provided that a breach of this Section 6.1 by the Company was not the principal cause of the Company's receiving the Acquisition Proposal; or , and subject to compliance with Section 6.1(c), at any time prior to obtaining the Company Shareholder Approval and after providing the Buyer not less than two (iv2) otherwise knowingly facilitate Business Days’ written notice of its intention to take such actions, (x) furnish information with respect to the Company to the Person making such Acquisition Proposal and its Representatives pursuant to a confidentiality agreement no less restrictive on the other party than the Confidentiality Agreement, provided that (1) such confidentiality agreement may not include any effort provision calling for an exclusive right to negotiate with the Company or attempt precluding compliance by the Company with any provision of this Agreement including this Section 6.1 and (2) the Company advises the Buyer of all such non-public information delivered to make a such Person concurrently with its delivery to such Person and concurrently with its delivery to such Person the Company delivers to the Buyer all such information not previously provided to the Buyer, and (y) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition ProposalProposal (which discussions are not solely for purposes of clarification). The Company shallshall take all action reasonably requested by Buyer that is necessary to enforce each confidentiality, and the Company shall cause its Subsidiaries and use its reasonable best efforts standstill or similar agreement relating to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a Company Acquisition Proposal. The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.an