Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Subject to the terms of this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will 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 Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to the terms of this Section 5.35.2(b), from during the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeInterim Period, the Company will, and will cause its Subsidiaries and its and their respective officers and directorsto, and will instruct its legal and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors to (collectively, “Representatives”i) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately with, (Aii) cease providing any further non-public information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; Group to, and (Biii) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or other access to diligence) to, any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) Affiliates or Representatives that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company relates to, or that would reasonably be expected to return or destroy all confidential information provided thereunderlead to, an Acquisition Proposal. Subject to the terms of Section 5.3(b5.2(b), from during the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeInterim Period, the Company and its Subsidiaries Group will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other its Representatives to, directly or indirectly, (i1) solicit, initiate, or propose or knowingly induce the making, submission or announcement of, or knowingly induce, encourage, facilitate or assist, any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii2) furnish to any third party Person (other than to Parent and its Affiliates and their respective Representatives) any non-public information relating to the Company and its Subsidiaries Group or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent and its SubsidiariesAffiliates and their respective Representatives), in any such case that would reasonably be expected in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussionsassist, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (3) participate or engage in, or knowingly facilitate, discussions or negotiations with any Person with respect to an Acquisition Proposal or with respect to any inquiries from any Person relating to the making of an Acquisition Proposal (vother than informing such Persons of the provisions contained in this Section 5.2 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (4) approve, endorse, or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (5) 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier ; or (6) authorize, propose or commit to occur do any of the termination of this Agreement pursuant to Article VIII and foregoing. During the Effective TimeInterim Period, the Company will not be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or provision in any confidentiality agreement or Contract solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof) unless if the Company Board or a committee thereof has determined in good faith, after consultation with its outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. Promptly (and in any event within five (5) Business Days) following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has executed a confidentiality agreement in the seven (7) months prior to the date of this Agreement in connection with its consideration of an Acquisition Proposal promptly return or destroy, in accordance with the terms of such confidentiality agreement, all non-public information furnished to such Person by or on behalf of the Company or its Subsidiaries prior to the date of this Agreement.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3, from From the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors shall (collectively, “Representatives”i) to immediately cease and cause to be terminated any discussions or negotiations with any third party Person and its Representatives Affiliates and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (Bii) terminate all physical and electronic data room access previously granted to any such third party Person, its Affiliates and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its their respective Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from From the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, the Company and its Subsidiaries will shall not, and will not instructshall cause their respective directors, authorize or knowingly permit any of their officers or directors or any of and employees, and shall instruct their other Representatives not to, directly or indirectly, : (iA) solicit, initiate, initiate or propose or knowingly induce the making, submission or announcement of, or knowingly encourage, induce, facilitate or assist, an Acquisition Proposal or any Inquiry inquiries or the making of any proposal that constitutes, or would could reasonably be expected to lead to, to an Acquisition Proposal; (iiB) furnish to any third party Person (other than Purchaser, the Casdin Purchaser (solely with respect to the Casdin Transaction) or their respective Representatives) any non-public information relating to the Company and or any of its Subsidiaries or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and or any of its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries relating to, or the making of of, any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate participate, continue or engage in discussions, communications discussions or negotiations with any third party Person with respect to an Acquisition Proposal or Inquiry (other than informing such third parties Persons of the provisions contained in this Section 5.35.3 or contacting such Person making any unsolicited Acquisition Proposal to clarify the terms and conditions thereof); (ivD) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (vE) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement Transaction (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 date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, the Company will shall not be required to enforce, and will not shall be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a permit any proposal being to be made to the Company Board (or any committee thereof) unless ). In furtherance and not in limitations of the other provisions of this Section 5.3, the Company Board agrees that if it (i) permits any of its Representatives (other than an employee or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure consultant of the Company who is not an executive officer of the Company) to take any action or (ii) is made aware of an action by one of its Representatives (other than an employee or consultant of the Company who is not an executive officer of the Company) and does not use its reasonable best efforts to prohibit or terminate such action and, in each case, such action would reasonably constitute a material breach of this Section 5.3 if taken by the Company during the period from the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Closing, then such action shall be expected deemed to be inconsistent with its fiduciary duties under applicable Lawconstitute a breach by the Company of this Section 5.3.

No Solicitation or Negotiation. Subject to the terms of this Except as permitted by Section 5.36.4(c) (Certain Permitted Actions) and 6.4(d) (Change in Recommendation; Termination), from the date of this Agreement hereof until the earlier to occur of Effective Time, or if earlier, the termination of this Agreement pursuant to Article VIII and the Effective Timein accordance with its terms, the Company willagrees that it will not, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to it shall cause each of its other employees, investment bankers, financial advisors, attorneys, accountantsSubsidiaries, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party each of its and its Subsidiaries’ respective officers, directors and employees to not, and the Company shall direct any other Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to of the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will to not, and will shall not instruct, authorize or knowingly permit any other Representative of their officers the Company or directors or any of their other Representatives its Subsidiaries to, directly or indirectly, (i) solicit, initiate, propose seek or knowingly induce the making, submission facilitate or announcement ofencourage, or take any action to solicit, initiate, seek or knowingly facilitate or encourage, facilitate or assist, the making by any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; Person (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company than Parent and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making ) of any inquiry, expression of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) enter into, participate in, or maintain any discussions or negotiations with any Person relating to, in furtherance of an inquiry with respect to, or to obtain, an Acquisition Proposal; , (iii) approve, recommend or (v) accept, or enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement understanding or other Contract arrangement with respect to, or relating to an (whether binding or nonbinding), any Acquisition TransactionProposal, (iv) furnish to any Person other than an Acceptable Confidentiality Agreement (Parent 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 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 confidentiality agreement non-public information that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal or (v) submit any Acquisition Proposal (other than the Merger) or any matter related thereto to the vote of the stockholders of the Company. Subject to Section 6.4(c) (Certain Permitted Actions) and 6.4(d) (Change in Recommendation; Termination), the Company shall, and shall cause its Subsidiaries, and their respective Representatives to, immediately cease and terminate any and all activities or discussions or negotiations with any party or parties with respect to any Acquisition Proposal; provided, however, that (A) nothing in this Section 6.4 (Solicitation by Company) shall preclude the Company or any of its Representatives from contacting after the date of this Agreement any such party or parties solely for the purpose of complying with the provisions of the last sentence of this Section 6.4(a) (No Solicitation or Negotiation) and (B) prior to the Approval Time, if the Company has received a bona fide written offer that is an Acquisition Proposal after the execution of this Agreement that did not result from a violation or breach of this Section 6.4 (Solicitation by Company) and that contained ambiguities regarding the material terms of such Acquisition Proposal, the Company may contact the Person who delivered such Acquisition Proposal to the Company and request that such Person clarify the material terms pursuant to such Acquisition Proposal, but shall not conduct or enter into discussions or negotiations regarding the Acquisition Proposal. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its fiduciary duties under consideration of an Acquisition Proposal, if any, to return or destroy, to the extent provided pursuant to the applicable Lawconfidentiality agreement, all confidential information, documents and materials heretofore furnished to such Person by or on behalf of the Company and its Subsidiaries.

No Solicitation or Negotiation. Subject to the terms of Except as expressly permitted by this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time6.2, the Company willshall not, and will cause shall use its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party Subsidiaries’ and its and their Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose knowingly encourage or knowingly induce facilitate any inquiries or the making, submission making of any proposal or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to participate in any third party discussions or negotiations with any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public informationPerson regarding, or to relating to, any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any inquiry, proposal or offer that would reasonably be expected to lead to an any Acquisition Proposal; or (iii) participate provide any non-public information concerning the Company or engage in discussionsany of its Subsidiaries to any Person, communications or negotiations with any third party with respect afford access to an Acquisition Proposal the business, assets, properties, books or Inquiry (records, other than informing such third parties information or employees or other Representatives of the provisions contained Company or any of its Subsidiaries in this Section 5.3); (iv) approveconnection with, endorse with the intent to induce, or recommend any proposal that constitutes or would could reasonably be expected to lead to, an any Acquisition Proposal; . The Company shall, and the Company shall cause its Subsidiaries and direct its Representatives to, immediately (1) 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 Acquisition Proposal, or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating proposal that could reasonably be expected to lead to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (Proposal and cease providing any information to any such letter Person or its Representative, (2) with respect to any Person with whom such discussions or negotiations have been terminated, promptly following the date hereof (and in any event within two Business Days hereof) request that such Person and its Representatives to return or destroy, in accordance with the terms of intent, agreement in principle, memorandum of understanding, merger the applicable confidentiality agreement, acquisition agreement any information furnished by or on behalf of the Company and shall take all necessary action to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement, (3) promptly terminate all access granted to any Person and its Representatives to any physical or electronic data rooms relating (or other Contract relating to an Acquisition Transactiondiligence access) and (4) not terminate, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate amend or modify, modify any provision of any existing confidentiality or standstill or confidentiality agreement with respect to a potential Acquisition Proposal; provided that prohibits or purports to prohibit a proposal being made to the foregoing shall not restrict the Company Board (or from informing any committee thereof) unless Person that makes an Acquisition Proposal of the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawrestrictions imposed by this Section 6.2.

No Solicitation or Negotiation. Subject to the terms of this Section 5.36.2, the Company agrees that from the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directorsdirectors to, and will instruct and use its reasonable best efforts to cause each of its and their respective other employeesRepresentatives to, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”x) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives Person or Group that would be prohibited by this Section 5.3(a6.2(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party Person or Group or its or their Representatives; (By) promptly (but in any event within forty-eight (48) hours of the execution of this Agreement) terminate all access granted to any such third party Person or Group and its or their Representatives to any physical or electronic data room (or any other diligence access) ); and (Cz) instruct that each Person promptly following the execution of this Agreement (other than Parent and in any event within five (5) Business Days of the date hereof) request in writing the prompt return or destruction of all non-public information concerning the Company and its Representatives) that has entered into Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement in connection with its consideration of acquiring respect to an Acquisition Proposal was entered into at any time within the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from ten-month period immediately preceding the date hereof. From and after the execution 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 that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries will notSubsidiaries’ investment bankers, attorneys, accountants and will other advisors or Representatives not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) initiate, solicit, initiatepropose, propose or knowingly induce the makinginduce, submission or announcement of, or knowingly encourage, knowingly assist or knowingly facilitate any inquiries or assist, the making of any Inquiry proposal or proposal offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; (ii) engage in, knowingly facilitate, continue or otherwise participate in any discussions or negotiations regarding, or provide any nonpublic information or data to any Person or Group relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; Proposal (iiother than to state that the terms of this Section 6.2 prohibit such discussions); (iii) furnish to any third party Person (other than Parent, any of its Affiliates or any of their respective Representatives) any non-public information relating to the Company and or any of its Subsidiaries or afford to any third party such Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce, or knowingly encourage, knowingly facilitate or knowingly assist, or that would reasonably be expected to induce result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); ; (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or ; (v) enter into any letter of intent, 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier ; or (vi) authorize, resolve or agree to occur do any 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 confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawforegoing.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b6.2(c), from during the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeInterim Period, the Company and its Subsidiaries Group will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other its Representatives to, and will direct the Company’s directors, officers, outside legal counsel, financial advisors, investment bankers, brokers and similar professional advisors not to, directly or indirectly, (iA) solicit, initiate, or propose or knowingly induce the making, submission or announcement of, or knowingly induce, encourage, facilitate or assist, any Inquiry inquiry, offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (iiB) furnish to any third party Person (other than to Parent and its Affiliates and Representatives) any non-public information relating to the Company and its Subsidiaries Group or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent and its SubsidiariesAffiliates and Representatives), in any such case that would reasonably be expected case, in connection with, or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal assist, any inquiry, offer or any Inquiries proposal that constitutes, or the making of any proposal or offer that would reasonably be expected to lead to to, any inquiry, offer or proposal that constitutes an Acquisition Proposal; (iiiC) participate participate, enter into, or engage in discussions, communications discussions or negotiations with any third party Person with respect to an Acquisition Proposal or Inquiry (other than informing than, in response to an unsolicited inquiry from any such third parties Persons, solely to inform such Persons of the provisions contained in this Section 5.36.2 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (ivD) approve, endorse endorse, or recommend any inquiry, offer or proposal that constitutes constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; or (vE) 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier ; or (F) propose, resolve, authorize, agree, or commit to occur do any 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 confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawforegoing.

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.36.1, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Specified Time, the Company willshall not, and will shall cause its Subsidiaries and its and their respective directors and officers and directors, and will instruct and shall use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their respective other Representatives not to, directly or indirectly, : (i) solicit, initiate, propose initiate or take any action to knowingly facilitate or knowingly induce the makingencourage any inquiry, submission or announcement of, or knowingly encourage, facilitate the making of any proposal or assist, any Inquiry or proposal offer that constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal; ; (ii) other than informing Persons of the existence of the provisions of this Section 6.1, (A) enter into, continue or otherwise participate in any discussions or negotiations regarding, with respect to or that would reasonably be expected to lead to, any Acquisition Proposal or (B) furnish to any third party Person any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company and or any of its Subsidiaries, in any such case matter that would reasonably be expected to induce the making, submission or announcement ofto, or to knowingly encouragefor the purpose of encouraging or facilitating, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; or (iii) participate amend, fail to enforce or engage in discussions, communications grant any waiver or negotiations with release under any third party standstill or similar agreement with respect to an Acquisition Proposal or Inquiry (other than informing such third parties any securities of the provisions contained in this Section 5.3); (iv) approveCompany or any of its Subsidiaries, endorse or recommend any proposal that constitutes or would reasonably be expected except to lead to, an Acquisition Proposal; or (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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will 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 extent the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, ) determines that the failure to take such action would reasonably be expected to do so could be inconsistent with its fiduciary duties under applicable Lawlaw; or (iv) agree, propose or resolve to take, or take, any of the actions prohibited by clauses (i) through (iii) above. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Qualified Person (and the Representatives of such Qualified Person), pursuant to a confidentiality agreement not less restrictive, in the aggregate, with respect to the confidentiality obligations of the Qualified Person than the Confidentiality Agreement; provided that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Qualified Person, (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any Acquisition Proposal or (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any Qualified Person. The Company shall be responsible for any conduct by a Representative of it or any its Subsidiaries that would constitute a breach of this Section 6.1(a) if such conduct were engaged in by the Company.

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.36.1(a), from the date Xxxxxx shall not, nor shall it authorize or permit any of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and or any of their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (such directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, other advisors, agents and other representatives and advisors (representatives, collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (iA) solicit, initiate, propose encourage or knowingly induce the making, submission or announcement oftake any other action designed to, or knowingly encouragewhich would reasonably be expected to, facilitate or assistfacilitate, any Inquiry inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead toto or result in, an any Acquisition Proposal, including amending or granting any waiver or release under any standstill or similar agreement with respect to any Xxxxxx Common Stock; or (iiB) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any third party person any non-public information relating to the Company and its Subsidiaries with respect to, assist or afford to participate in any third party access to the business, properties, assets, books, records effort or other non-public informationattempt by any person with respect to, or to any personnel, of the Company and its Subsidiaries, otherwise cooperate in any such case that would reasonably be expected to induce the makingway with respect to, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to an or result in, any Acquisition Proposal; . Notwithstanding the foregoing, prior to the approval of the Xxxxxx Voting Proposal at the Xxxxxx Meeting (iii) participate the “Specified Xxxxxx Time”), Xxxxxx may, to the extent required by the fiduciary obligations of the Xxxxxx Board, as determined in good faith by the Xxxxxx Board after consultation with outside counsel and the Xxxxxx Financial Advisor (or engage another financial advisor of nationally recognized reputation), in discussions, communications or negotiations with any third party with respect response to an Acquisition Proposal or Inquiry (other than informing such third parties that did not result from a breach by Xxxxxx of the provisions contained in this Section 5.36.1(a); (iv) approve, endorse or recommend any proposal and that constitutes the Xxxxxx Board determines in good faith constitutes, or would reasonably be expected to lead toresult in, an a Superior Proposal, and subject to compliance with Section 6.1(a)(iii), (x) furnish information with respect to Xxxxxx to the person making such Acquisition Proposal; or (v) enter into any letter Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or the other Contract relating to an Acquisition Transaction, other party than an Acceptable the Confidentiality Agreement (provided, that all such information has previously been provided to Galileo or is provided to Galileo prior to or contemporaneously with the time it is provided to such person) and (y) participate in discussions or negotiations with such person and its Representatives regarding such Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a)(i) or the taking of any actions inconsistent with the restrictions set forth in this Section 6.1(a)(i) by any Representative or Subsidiary of Xxxxxx, whether or not such letter Representative is purporting to act on behalf of intentXxxxxx or otherwise, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating shall be deemed to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date be a breach 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 confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereofSection 6.1(a)(i) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawby Xxxxxx.

No Solicitation or Negotiation. Subject to the terms of (i) Except as set forth in this Section 5.36.01, from the date of this Agreement until the Effective Time or the earlier to occur of the termination of this Agreement pursuant to Article VIII as set forth herein, each of Zircon, Harmony and the Effective Time, the Company willits respective Subsidiaries shall not, and will cause its Subsidiaries each of Zircon and its and their respective officers and directors, and will instruct and Harmony shall use reasonable best efforts to cause each of its other their respective directors, officers, members, employees, investment bankers, financial advisorsagents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (iA) solicit, initiate, propose seek or initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, take any action to facilitate or assistencourage any offers, inquiries or the making of any Inquiry proposal or proposal offer that constitutes, or would could reasonably be expected to lead to, any 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; ; (iiB) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any third party Person any non-public information relating to the Company and its Subsidiaries or afford to any third party Person other than Harmony or Zircon, as applicable, access to the businesssuch Party’s property, propertiesbooks or records (except pursuant to a request by a Governmental Entity) in connection with any offers, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate constitutes, or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, any Acquisition Proposal; (C) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or (D) publicly propose to do any of the foregoing described in Section 6.01(a)(i)(A), Section 6.01(a)(i)(B) or Section 6.01(a)(i)(C). (ii) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.01(b), each of Harmony and Zircon may (A) furnish non-public information with respect to Harmony and its Subsidiaries or Zircon, as the case may be, to any Qualified Person (and the Representatives of such Qualified Person), or (vB) enter into engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any letter Qualified Person (and the Representatives of intent, such Qualified Person) regarding any such Acquisition Proposal; provided that (x) either Zircon or Harmony (as applicable) receives from the Qualified Person an executed confidentiality agreement on the terms not less restrictive than exist in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable the Confidentiality Agreement (any and continuing additional provisions that expressly permit such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating Party to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date comply with this terms of this Agreement until Section 6.01 (a copy of which shall be provided to the earlier other Party), (y) the Party seeking to occur of the termination make use of this Agreement pursuant proviso has not otherwise materially breached this Section 6.01 with respect to Article VIII such Acquisition Proposal or the Person making such Acquisition Proposal, and (z) the Effective Time, the Company will Zircon Board or Harmony Board (as applicable) has determined that taking such actions would be required to enforce, and will not be permitted to waive, terminate or modify, any provision prevent a breach 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 or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawlaw. It is understood and agreed that any violation of the restrictions in this Section 6.01 (or action that, if taken by Harmony or Zircon, as applicable, would constitute such a violation) by any Representatives of Harmony or Zircon shall be deemed to be a breach of this Section 6.01 by Harmony or Zircon, as applicable.

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.37.1, 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, each of the Company willCompany, and will cause its Subsidiaries and its the Parent and their respective officers Subsidiaries shall not, and each of the Company and the Parent shall cause their respective directors, and will instruct and use reasonable best efforts to cause each of its other officers, members, employees, investment bankers, financial advisorsagents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose seek or initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, take any action to facilitate or assistencourage any offers, inquiries or the making of any Inquiry proposal or proposal offer that constitutes, or would could reasonably be expected to lead to, any 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) solicit, initiate, encourage, enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any third party person any non-public information relating to the Company and its Subsidiaries or afford to any third party person other than the Parent or the Company, as applicable, access to the businesssuch party’s property, propertiesbooks or records (except pursuant to a request by a Governmental Authority) in connection with any offers, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (iii) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or (iv) resolve or publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 7.1(c), prior to receipt of the Parent Shareholder Approval, the Parent may (A) participate or engage in discussions, communications or negotiations with any third party furnish non-public information with respect to an the Parent and its Subsidiaries 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 bona fide, written Acquisition Proposal or Inquiry (other than informing such third parties of that the provisions contained Parent Board has concluded in this Section 5.3); (iv) approvegood faith, endorse or recommend any proposal that after consultation with outside legal counsel and its financial advisors, constitutes or would reasonably be expected to lead toto a Superior Proposal from the Person or group submitting such bona fide, an written Acquisition Proposal; or provided that (vx) enter into any letter of intent, the Parent receives from the Qualified Person an executed confidentiality agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating on terms not less favorable to an Acquisition Transaction, other the Parent than an Acceptable the Confidentiality Agreement (any and containing additional provisions that expressly permit such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating party to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date comply with this terms of this Agreement until Section 7.1 (a copy of which shall be provided to the earlier Company), (y) the Parent has not otherwise breached this Section 7.1 with respect to occur of such Acquisition Proposal or the termination of this Agreement pursuant to Article VIII person making such Acquisition Proposal, and (z) the Effective Time, the Company will Parent Board has determined that taking such actions would be required to enforce, and will not be permitted to waive, terminate or modify, any provision prevent a breach 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 or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. The Parent shall notify the Company prior to furnishing any information or entering into any discussions or negotiations as provided in this Section 7.1(a). It is understood and agreed that any violation of the restrictions in this Section 7.1 (or action that, if taken by the Parent or the Company, as applicable, would constitute such a violation) by any Representatives of the Parent or the Company shall be deemed to be a breach of this Section 7.1 by the Parent or the Company, as applicable.

No Solicitation or Negotiation. Subject to At all times during the terms of this Section 5.3, from period commencing with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII ARTICLE VII and the Effective TimeClosing, except as expressly permitted by this Section 4.10, the Company will, Debtor and will cause its Subsidiaries and its and their its Subsidiaries’ respective directors, officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will employees shall not, and will the Debtor shall direct its other agents and representatives not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) initiate, solicit, initiate, propose or knowingly induce encourage or otherwise knowingly facilitate any inquiry or the makingmaking of any proposal or offer that constitutes or, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; ; (ii) furnish engage in, continue or otherwise participate in any discussions or negotiations relating to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; Proposal (other than to state that the terms of this Section 4.10 prohibit such discussions); (iii) participate provide any non-public information or engage data concerning the Debtor or its Subsidiaries, or access to the Debtor or its Subsidiaries’ properties, books and records to any Person, in discussionseach case, communications or negotiations in connection with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approveany inquiry, endorse proposal or recommend any proposal offer that constitutes or would reasonably be expected to lead to, to an Acquisition Proposal; ; (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal; (v) enter into approve or recommend or publicly declare advisable any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement Acquisition Proposal or other Contract relating proposal reasonably expected to lead to an Acquisition TransactionProposal or 41 approve or recommend, other than an Acceptable Confidentiality Agreement (or publicly declare advisable or publicly propose to enter into, 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 date of this Agreement until the earlier ; (vi) execute or enter into an Alternative Acquisition Agreement; or (vii) agree, authorize or commit to occur do any 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 confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawforegoing.

No Solicitation or Negotiation. Subject Except as expressly permitted by this Section 5.2 (including Section 5.2(b)), the Company and its Subsidiaries shall, and the Company and its Subsidiaries shall cause their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, (i) immediately cease and terminate any solicitation, encouragement (including by way of providing access to non-public information or the business, properties, assets or personnel of the Company or any of its Subsidiaries to any Person or its Representatives, Affiliates, or prospective equity and debt financing sources), discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, proposal or Acquisition Proposal, and as promptly as practicable thereafter deliver a written notice to each such Person to the terms of this Section 5.3effect that the Company is ending all discussions and negotiations with such Person with respect to any inquiry, proposal or Acquisition Proposal, effective immediately, which notice shall also request such Person to return or destroy promptly all confidential information concerning the Company and its Subsidiaries, and (ii) from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Article VIII and the Effective Timein accordance with ARTICLE VII, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions not directly or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately indirectly (A) cease initiate, solicit, knowingly facilitate or knowingly encourage (publicly or otherwise) (including by way of providing any further access to non-public information with respect to or the business, properties, assets or personnel of the Company or any Acquisition Proposal of its Subsidiaries to any such third party or its Representatives; (B) terminate all access granted to any such third party Person and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its RepresentativesAffiliates) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return any inquiries regarding, or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, of any proposal or knowingly encourage, facilitate or assist, any Inquiry or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (iiB) furnish to engage or enter into, continue or otherwise participate in any third party discussions or negotiations with respect to, or provide any non-public information relating to or data concerning, the Company and or its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public informationPerson relating to, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an any Acquisition Proposal; Proposal or otherwise cooperate with or assist or participate in, or knowingly facilitate such inquiries, proposals, discussions or negotiations, (vC) enter into grant to any letter of intentPerson any waiver, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement amendment 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of release under any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to any Takeover Statute unless, in each case, the Company Company’s Board of Directors (or any a committee thereof) unless first determines that the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its the Company directors’ fiduciary duties under applicable Law, or (D) otherwise facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. A breach by any Subsidiary or Representative of the Company or any of its Subsidiaries of this Section 5.2 shall constitute a breach by the Company of this Section 5.2.

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.37.1, from the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company willParent shall not, and will the Parent shall cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other officers, members, employees, investment bankers, financial advisorsagents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose seek or initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, take any action to facilitate or assistencourage any offers, inquiries or the making of any Inquiry proposal or proposal offer that constitutes, or would could reasonably be expected to lead to, any 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; Proposal or the making thereof to the Parent or its shareholders; (ii) solicit, initiate, encourage, enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any third party person any non-public information relating to the Company and its Subsidiaries or afford to any third party person other than the Parent or the Company, as applicable, access to the businesssuch party’s property, propertiesbooks or records (except pursuant to a request by a Governmental Authority) in connection with any offers, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would constitutes, or could reasonably be expected to lead to, any Acquisition Proposal or the making thereof to an Acquisition Proposal; the Parent or its shareholders; (iii) participate take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or engage other similar and applicable anti-takeover statute or any restrictive provision of any applicable anti-takeover provision in discussionsthe Parent’s organizational documents, communications in each case inapplicable to any person (other than Company or negotiations any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, the Parent shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any such person or Acquisition Proposal under any such provisions); or (iv) resolve or publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with any third party Section 7.1(c), prior to receipt of the Parent Shareholder Approval, the Parent may (A) furnish non-public information with respect to an the Parent 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 bona fide, written Acquisition Proposal or Inquiry (other than informing such third parties of that the provisions contained Parent Board has concluded in this Section 5.3); (iv) approvegood faith, endorse or recommend any proposal that after consultation with outside legal counsel and its financial advisors, constitutes or would reasonably be expected to lead toto a Superior Proposal from the Person or group submitting such bona fide, an written Acquisition Proposal; but only if and to the extent that in connection with the foregoing clauses (A) and (B), (w) the Parent receives from the Qualified Person an executed confidentiality agreement on terms not less favorable to the Parent than the Confidentiality Agreement and containing additional provisions that expressly permit such party to comply with the terms of this Section 7.1 (a copy of which shall be provided to the Company within 24 hours), (x) the Parent has not otherwise breached this Section 7.1 with respect to such Acquisition Proposal or the person making such Acquisition Proposal, (vy) prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, the Parent gives Company written notice of the identity of such Person and of the Parent’s intention to furnish nonpublic information to, or enter into any letter of intentdiscussions with, agreement in principlesuch Person, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement and (any z) the Parent Board has determined that taking 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 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 actions would be required to enforce, and will not be permitted to waive, terminate or modify, any provision prevent a breach 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 or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. The Parent shall notify the Company prior to furnishing any information or entering into any discussions or negotiations as provided in this Section 7.1(a). It is understood and agreed that any violation of the restrictions in this Section 7.1 (or action that, if taken by the Company or the Parent, as applicable, would constitute such a violation) by any Representatives of the Company or the Parent shall be deemed to be a breach of this Section 7.1 by the Company or the Parent.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3, from From the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors shall (collectively, “Representatives”i) to immediately cease and cause to be terminated any discussions or negotiations with any third party Person and its Representatives Affiliates and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (Bii) terminate all physical and electronic data room access previously granted to any such third party Person, its Affiliates and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its their respective Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from From the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, the Company and its Subsidiaries will shall not, and will not instructshall cause their respective directors, authorize or knowingly permit any of their officers or directors or any of and employees, and shall instruct their other Representatives not to, directly or indirectly, : (iA) solicit, initiate, initiate or propose or knowingly induce the making, submission or announcement of, or knowingly encourage, induce, facilitate or assist, an Acquisition Proposal or any Inquiry inquiries or the making of any proposal that constitutes, or would could reasonably be expected to lead to, to an Acquisition Proposal; (iiB) furnish to any third party Person (other than Purchaser, the Viking Purchaser (solely with respect to the Viking Transaction) or their respective Representatives) any non-public information relating to the Company and or any of its Subsidiaries or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and or any of its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries relating to, or the making of of, any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate participate, continue or engage in discussions, communications discussions or negotiations with any third party Person with respect to an Acquisition Proposal or Inquiry (other than informing such third parties Persons of the provisions contained in this Section 5.35.3 or contacting such Person making any unsolicited Acquisition Proposal to clarify the terms and conditions thereof); (ivD) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (vE) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement Transaction (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 date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, the Company will shall not be required to enforce, and will not shall be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a permit any proposal being to be made to the Company Board (or any committee thereof) unless ). In furtherance and not in limitations of the other provisions of this Section 5.3, the Company Board agrees that if it (i) permits any of its Representatives (other than an employee or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure consultant of the Company who is not an executive officer of the Company) to take any action or (ii) is made aware of an action by one of its Representatives (other than an employee or consultant of the Company who is not an executive officer of the Company) and does not use its reasonable best efforts to prohibit or terminate such action and, in each case, such action would reasonably constitute a material breach of this Section 5.3 if taken by the Company during the period from the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Closing, then such action shall be expected deemed to be inconsistent with its fiduciary duties under applicable Lawconstitute a breach by the Company of this Section 5.3.

No Solicitation or Negotiation. Subject to the terms of Except as expressly permitted by this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time6.2, the Company willshall not, and will shall cause each of its Subsidiaries and the Company’s and its Subsidiaries’ Representatives (other than investment bankers, attorneys, accountants and their respective officers and directorsother advisors), and will instruct and use its reasonable best efforts to cause each of its other employees, and its Subsidiaries’ investment bankers, financial attorneys, accountants and other advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose knowingly encourage or knowingly induce facilitate (including by way of furnishing any non-public information) any inquiries or the making, submission making of any proposal or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; ; (ii) furnish enter into, engage in, continue or participate in any discussions or negotiations with any Person (A) regarding any Acquisition Proposal or (B) that could reasonably be expected to lead to any third party Acquisition Proposal; (iii) provide any non-public information relating to or data concerning the Company and or any of its Subsidiaries to any Person, or afford to any third party access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, employees of the Company and or any of its Subsidiaries, Subsidiaries in any such case connection with or that would could reasonably be expected to induce the makinglead to any Acquisition Proposal; (iv) approve, submission endorse, recommend or announcement ofenter into, or publicly propose to knowingly encourageapprove, facilitate endorse, recommend or assist an enter into, any Alternative Acquisition Proposal Agreement; or (v) agree, propose or resolve to take, or take, any Inquiries of the actions prohibited by the foregoing clauses (i)-(iv). The Company shall, and the Company shall cause its Subsidiaries and Representatives to, immediately (1) cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; Proposal and cease providing any information to any such Person or its Representatives and (iii2) participate terminate all access granted to any such Person and its Representatives to any physical or engage electronic dataroom, in discussions, communications or negotiations with any third party each case with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, 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, an “Alternative Acquisition Agreement”). From provided that the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, foregoing shall not restrict the Company will be required from permitting a Person to enforcerequest the waiver of a “standstill” or similar obligation or from granting such a waiver, and will not be permitted to waivein each case, 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 or a committee thereof has determined in good faith, after consultation extent necessary to comply with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to Parent and the terms of Companies agree that, except as expressly permitted by this Section 5.35.03, Parent and the Companies, and their respective Representatives shall: (i) at 12:00 a.m. (Miami, Florida time) on the thirty-first (31st) calendar day after the Effective Date (the “No-Shop Period Start Date”) immediately cease all actions permitted by Section 5.03(a) with any Persons that may be ongoing with respect to an Acquisition Proposal; and (ii) from the date of this Agreement No-Shop Period Start Date until the earlier to occur of the Closing or the termination of this Agreement pursuant to in accordance with Article VIII and the Effective TimeVII, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately not: (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement ofsolicit, or knowingly encourage, facilitate or assist, encourage any Inquiry inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal; ; (iiB) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the businessengage in, properties, assets, books, records or other non-public informationcontinue, or to any personnel, of the Company and its Subsidiaries, otherwise participate in any such case that would reasonably be expected to induce the making, submission discussions or announcement ofnegotiations regarding, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal, or provide any nonpublic information or data to any Person in connection with the foregoing, in each case, except to notify such Person of the existence of the provisions of this Section 5.03; (C) take any action to exempt any third party from the restrictions on “business combinations” contained in Section 203 of the Delaware General Corporation Law or any other applicable anti-takeover statute or otherwise cause such restrictions not to apply; or (D) resolve or agree to do any of the foregoing. Notwithstanding anything to the contrary in the foregoing provisions of this Section 5.03(b), at any time following the No-Shop Period Start Date and prior to Closing, but not after the Requisite Company Vote is obtained, Parent and its Representatives may: (I) in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 5.03(b), provide information to such Person and its Representatives, its Affiliates, and its prospective equity and debt financing sources, if the Parent or any of its Subsidiaries receives from the Person so requesting such information an executed confidentiality agreement on terms that are no more favorable to such Person than those contained in the Confidentiality Agreement; provided, that the Parent and the Companies shall not pay, agree to pay or cause to be paid, or reimburse, agree to reimburse, or cause to be reimbursed the expenses of any such Person in connection with any Acquisition Proposals (or inquiries, proposals or offers or other efforts or attempts that may lead to an Acquisition Proposal), in each case, without the prior consent of Purchaser; provided further, that (A) any such nonpublic information that has not previously been made available to Purchaser shall be made available to Purchaser prior to, or substantially concurrently with, the time such information is made available to such Person, and (B) any competitively sensitive information or data provided to any such Person who is, or whose Affiliates include, a direct competitor, supplier, or customer of the Companies will be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, as reasonably determined by Parent with advice from its outside legal counsel; or (vII) enter into engage or otherwise participate in any letter of intentdiscussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal, agreement in principleeach case if and only to the extent that, memorandum of understanding, merger agreement, acquisition agreement (A) prior to taking any action described in clause (I) 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, 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 TimeII) directly above, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision Board 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 or a committee thereof has determined Directors of Parent determines in good faith, after consultation with its outside counsellegal counsel and financial advisor, that failure to take such action action, in light of the Acquisition Proposal and the terms of this Agreement, would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law and (B) in each such case referred to in clause (I) or (II) directly above, the Board of Directors of Parent has determined in good faith, based on the information then available and after consultation with its outside legal counsel and financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawresult in a Superior Proposal.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the The Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each its Representatives to, (x) on the date of its other employeesthis Agreement, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party Person and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal Transaction, (y) as promptly as practicable on or following the date of this Agreement (and in any event within three (3) Business Days following the date of this Agreement) request the return or destruction of all confidential information previously provided to such parties and (z) promptly prohibit access by any such third party or Person (other than Parent, its Representatives; (B) terminate all access granted to any such third party Subsidiaries and its Representatives and their Representatives) to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunderroom. Subject to the terms of Except as expressly permitted by Section 5.3(b5.4(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will use reasonable best efforts to cause their respective Representatives not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry proposal or proposal offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company and or any of its Subsidiaries or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and or any of its SubsidiariesSubsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case that would reasonably be expected with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist assist, an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications discussions or negotiations with any third party Person with respect to an Acquisition Proposal or Inquiry (in each case other than (A) informing such third parties Persons of the provisions contained in this Section 5.35.4 or (B) contacting such Person or its Representatives to clarify the terms and conditions of any Acquisition Proposal (or inquiries, communications, proposals or offers or any other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (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, an “Alternative Acquisition Agreement”); or (vi) resolve, propose or agree to do any of the foregoing. From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate modify, amend or modifyterminate, 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 and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements; provided, that the Company shall be permitted to waive, modify, amend or terminate any provision of any standstill agreement (or similar agreement) in order to permit a Person to make an Acquisition Proposal, if and only if the Company Board or a committee thereof has shall have determined in good faith, faith (after consultation with its outside legal counsel, ) that the failure to take such action so waive, modify, amend or terminate would be reasonably be expected likely to be inconsistent with its the directors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. Subject to the terms of this Except as expressly permitted by Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time6.2(b), the Company willshall not, and will cause shall not permit any of its Subsidiaries or the Company’s and its and their respective Subsidiaries’ directors, officers and directorsemployees, and will instruct and shall use its reasonable best efforts to cause each of its other employees, and its Subsidiaries’ investment bankers, financial attorneys, accountants and other advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose knowingly encourage or knowingly induce facilitate any inquiries or the making, submission making of any proposal or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; ; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries enter into, engage in, continue or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, participate in any such case discussions or negotiations with any Person (A) regarding any Acquisition Proposal or (B) that would reasonably be expected to induce lead to any Acquisition Proposal (in each case other than, solely in response to an inquiry that did not result from or arise in connection with a breach of this Section 6.2(a), to refer the making, submission inquiring person to this Agreement and to limit its conversation or announcement ofother communication exclusively to such referral); (iii) provide any information or data concerning the Company or any of its Subsidiaries to any Person, or afford access to knowingly encouragethe properties, facilitate books or assist an Acquisition Proposal records or employees of the Company or any Inquiries of its Subsidiaries in connection with or that would reasonably be expected to lead to any Acquisition Proposal; or (iv) agree, propose or resolve to take any of the making of actions prohibited by the foregoing clauses (i)-(iii). The Company shall, and the Company shall cause its Subsidiaries and Representatives to, immediately (1) cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, or proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; Proposal and cease providing any information to any such Person or its Representatives, (iii2) participate terminate all access granted to any such Person and its Representatives to any physical or engage electronic dataroom, in discussions, communications or negotiations with any third party each case with respect to an Acquisition Proposal or Inquiry and (other than informing such third parties of the provisions contained in this Section 5.3); (iv3) approvenot terminate, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate amend or modify, modify any provision of any existing confidentiality or standstill or confidentiality agreement that prohibits or purports with respect to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawpotential Acquisition Proposal.

No Solicitation or Negotiation. Subject to the terms of this Section 5.35.1, from the date of this Agreement No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII VII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directorsdirectors to, and will instruct and use reasonable best efforts to cause each of its other employeesRepresentatives to, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party Person and its Representatives that would be prohibited by this Section 5.3(a5.1(b), request the prompt return or destruction of all non-public information concerning the Company and its Subsidiaries theretofore furnished to any such Third Person (and such Third Person’s Representatives) with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the six-month period immediately preceding the No-Shop Period Start Date and will immediately (A) cease providing any further information with respect to the Company and its Subsidiaries or any Acquisition Proposal to any such third party Third Person or its Representatives; and (B) terminate all access granted to any such third party Third Person and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder). Subject to the terms of Section 5.3(b5.1(c), from the date of this Agreement No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII VII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or and directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry proposal or proposal inquiry that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party Person (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective Representatives) any non-public information relating to the Company and Company, its Subsidiaries or Affiliates or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and Company, its SubsidiariesSubsidiaries or Affiliates (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective Representatives), in any such case that would reasonably be expected with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist assist, an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any third party Person with respect to an Acquisition Proposal or Inquiry (other than informing such third parties Third Persons of the provisions contained in this Section 5.35.1); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionProposal, 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 TransactionProposal (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). From the date of this Agreement No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII VII 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 confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) (unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to the terms of Lion agrees that, except as expressly permitted by this Section 5.35.3 (including if required under Section 5.3(a) and including as expressly permitted by Section 5.3(e)), from it shall not, and it shall cause the date Lion Subsidiaries and each of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII its and the Effective TimeLion Subsidiaries’ respective directors, the Company willofficers and employees not to, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and it shall use reasonable best efforts to cause each of its other employees, investment bankersand the Lion Subsidiaries’ respective third-party consultants, financial advisors, attorneys, accountants, legal counsel, investment bankers and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party agents, advisors and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will representatives not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) initiate, solicit, initiate, propose knowingly encourage or otherwise knowingly induce facilitate (including by way of furnishing non-public information) any inquiries or the making, submission making of any proposal or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition any Lion Competing Proposal; ; (ii) furnish to engage in, continue or otherwise participate in any third party discussions or negotiations with any non-public information Lion Third Party with respect to, relating to the Company and its Subsidiaries or afford to in furtherance of any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Lion Competing Proposal or any Inquiries or the making of any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition a Lion Competing Proposal; ; (iii) participate provide any non-public information or engage data or access to the properties, assets or employees of Lion or its Subsidiaries to any Lion Third Party in discussionsconnection with, communications related to or negotiations with in contemplation of any third party with respect to an Acquisition Lion Competing Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approveany inquiry, endorse proposal or recommend any proposal offer that constitutes or would reasonably be expected to lead to, to a Lion Competing Proposal; (iv) approve any Lion Third Party becoming an Acquisition Proposal; or “interested stockholder” under Section 203 of the Delaware Code; (v) discuss with any Lion Third Party, approve or recommend, or propose to discuss, approve or recommend, or execute or enter into any agreement in principle, 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 understandingterm sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract agreement, in each case of the foregoing relating to an Acquisition Transactiona Lion Competing Proposal or any inquiry, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur proposal or offer, in each case 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 confidentiality agreement foregoing that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent lead to a Lion Competing Proposal (other than a confidentiality agreement as provided in Section 5.3(e)(ii) entered into in compliance with Section 5.3(e)(ii)); or (vi) submit any Lion Competing Proposal to the vote of the Lion Stockholders; provided, that notwithstanding anything to the contrary in this Section 5.3, Lion or any of its fiduciary duties under applicable LawRepresentatives may, in response to an unsolicited inquiry or proposal from a Lion Third Party, inform a Lion Third Party or its Representative of the restrictions imposed by the provisions of this Section 5.3 (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder).

No Solicitation or Negotiation. Subject to the terms of Except as expressly permitted by this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time5.4 (including Section 5.4(c)), the Company will, and will cause its Subsidiaries and its and their respective officers and directorsdirectors shall, and will instruct and the Company shall use its reasonable best efforts to cause each of instruct and direct its and its Subsidiaries’ other employeesRepresentatives to, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”i) to immediately cease and cause to be terminated terminate any and all existing activities, discussions or negotiations with any third party Persons (other than Parent, Merger Sub and its Representatives their respective Representatives) that would may be prohibited by this Section 5.3(aongoing with respect to an Acquisition Proposal and (ii) and will immediately from the date hereof, (A) cease providing any further information with respect to the Company or extent permitted by any Acquisition Proposal to applicable confidentiality agreement, demand that any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement executed an Acceptable Confidentiality Agreement in connection with its consideration of acquiring a possible Acquisition Proposal by such Person and is in possession of confidential information about the Company to that was furnished by or on behalf of the Company return or destroy all confidential information provided thereunder. Subject such information, (B) immediately terminate access to any Person (other than Parent, Merger Sub, Sponsor, the Financing Sources, the Rollover Investors and their respective Representatives) to any data room maintained by the Company with respect to the terms of Section 5.3(b)transactions contemplated by this Agreement, from the date of this Agreement and (C) until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to in accordance with Article VIII and the Effective TimeVII, the Company and its Subsidiaries will notnot (1) initiate, and will not instruct, authorize solicit or knowingly permit encourage any of their officers or directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would constitutes an Acquisition Proposal, (2) engage in, enter into, 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 could reasonably be expected to lead to a Superior Proposal) or negotiations regarding, or provide any non-public information or data concerning the Company or its Subsidiaries to any Person relating to, any Acquisition Proposal, or (3) otherwise knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt by any Person to make an Acquisition Proposal; (iii) participate , or engage in discussions, communications or negotiations with publicly propose to do any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will 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 Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawforegoing.

No Solicitation or Negotiation. Subject The Company agrees that, except as may be requested, or consented to in writing, by Parent to be undertaken by the terms of Company in connection with the MDS Sale or as permitted by this Section 5.34.02, from the date neither it nor any of this Agreement until the earlier to occur its Subsidiaries nor any of the termination officers, directors and employees of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause it or its Subsidiaries or any of its or its Subsidiaries’ investment bankers, attorneys, accountants and its and their respective officers and other advisors or representatives (such directors, and will instruct and use reasonable best efforts to cause each of its other officers, employees, investment bankers, financial advisors, attorneys, accountants, accountants and other representatives and advisors (or representatives, collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited retained by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement Subsidiaries in connection with the Merger or the other transactions contemplated hereby (collectively such Representatives, the “Company Transaction Representatives”) shall, and it shall instruct and use its consideration of acquiring reasonable best efforts to cause its and its Subsidiaries’ Representatives retained by the Company to return or destroy all confidential information provided thereunder. Subject to its Subsidiaries other than in connection with the terms of Section 5.3(bMerger or the other transactions contemplated hereby (collectively such Representatives, the “Other Company Representatives”), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Timein each case, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose solicit or knowingly induce the makingtake any action to facilitate, submission encourage or announcement of, or knowingly encourage, facilitate or assist, solicit any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; , (iiiii) participate or engage in discussions, communications any discussions or negotiations with regarding, or furnish or provide any third party with respect non-public information to any Person in connection with, any Acquisition Proposal or afford access 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 relating to an Acquisition Proposal by, any Person that is seeking to make, or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead tohas made, an Acquisition Proposal; , (iii) except as required by applicable Law, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (viv) enter into any letter of intent, memorandum of understanding, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract similar agreement relating to an Acquisition TransactionProposal. In furtherance of the foregoing, except as may be requested, or consented to in writing, by Parent to be undertaken by the Company in connection with the MDS Sale or as permitted by this Section 4.02, the Company shall and shall cause its Subsidiaries and its and their Company Transaction Representatives to, and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Other Company Representatives to, immediately cease any solicitation, discussions, or negotiations with any Person (other than an Acceptable Confidentiality Agreement (any such letter of intentParent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating Parent’s Affiliates and their respective Representatives) with respect to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate Proposal or modify, any provision of any standstill or confidentiality agreement other proposal that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to lead to an Acquisition Proposal that existed on or prior to the date hereof. The Company shall promptly request the return or destruction of all non-public information furnished by or on its behalf to any Person and its Representatives (other than Parent, Parent’s Affiliates and their respective Representatives) with respect to any Acquisition Proposal prior to the date hereof. It is understood that any violation of the restrictions on the Company set forth in this Section 4.02 by any Subsidiary of the Company or any Company Transaction Representative shall be inconsistent with its fiduciary duties under applicable Lawdeemed a breach of this Section 4.02 by the Company.

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.36.1, 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 each of Merger Partner, Public Company will, and will cause its Subsidiaries and its and their respective officers and directorsSubsidiaries shall not, and will instruct each of Merger Partner and Public Company shall use reasonable best efforts to cause each of its other their respective directors, officers, members, employees, investment bankers, financial advisorsagents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose seek or initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, take any action to facilitate or assistencourage any offers, any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate constitutes, or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, any Acquisition Proposal; (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any person any non-public information or afford any person other than Public Company or Merger Partner, as applicable, access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any offers, inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (iii) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or (iv) publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), prior to the Specified Time, each of Public Company and 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 (vB) enter into engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any letter Qualified Person (and the Representatives of intentsuch Qualified Person) regarding any such Acquisition Proposal; provided, (x) that 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 principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable the Confidentiality Agreement (any and continuing additional provisions that expressly permit such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating party to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date comply with this terms of this Agreement until Section 6.1 (a copy of which shall be provided to the earlier other party), (y) the party seeking to occur of the termination make use of this Agreement pursuant proviso has not otherwise materially breached this Section 6.1 with respect to Article VIII and such Acquisition Proposal or the Effective Time, the Company will be required to enforceperson making such Acquisition Proposal, and will not be permitted to waive, terminate (z) the Merger Partner Board or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Public Company Board (or any committee thereofas applicable) unless the Company Board or a committee thereof has determined in good faith, (after consultation with its outside legal counsel, ) that the failure to take such action actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. It is understood and agreed that any violation of the restrictions in this Section 6.1 (or action that, if taken by Public Company or Merger Partner, as applicable, would constitute such a violation) by any Representatives of Public Company or Merger Partner shall be deemed to be a breach of this Section 6.1 by Public Company or Merger Partner, as applicable.

No Solicitation or Negotiation. Subject to the terms of this Except as expressly permitted by Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time6.2(b), the Company willshall not, and will cause shall not permit any of its Subsidiaries and its and their respective officers and or any of the directors, officers or employees of the Company or any of its Subsidiaries to, and will instruct and shall use its reasonable best efforts to cause each of its other employees, and its Subsidiaries’ investment bankers, financial advisors, attorneys, accountants, accountants and other representatives Representatives and advisors (collectivelyand direct the Manager, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose knowingly encourage or knowingly induce facilitate any inquiries or the making, submission making of any proposal or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; ; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries enter into, engage in, continue or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, participate in any such case discussions or negotiations with any Person (A) regarding any Acquisition Proposal or (B) that would reasonably be expected to induce lead to any Acquisition Proposal (in each case other than, solely in response to an inquiry that did not result from or arise in connection with a breach of this Section 6.2(a), to refer the making, submission inquiring person to this Agreement and to limit its conversation or announcement ofother communication exclusively to such referral); (iii) provide any information or data concerning the Company or any of its Subsidiaries to any Person, or afford access to knowingly encouragethe properties, facilitate books or assist an Acquisition Proposal records or employees of the Company or any Inquiries of its Subsidiaries in connection with or that would reasonably be expected to lead to any Acquisition Proposal; or (iv) agree, propose or resolve to take any of the making of actions prohibited by the foregoing clauses (i)-(iii). The Company shall, and the Company shall cause its Subsidiaries and Representatives to, immediately (1) cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, or proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; Proposal and cease providing any information to any such Person or its Representatives, (iii2) participate terminate all access granted to any such Person and its Representatives to any physical or engage electronic dataroom, in discussions, communications or negotiations with any third party each case with respect to an Acquisition Proposal or Inquiry and (other than informing such third parties of the provisions contained in this Section 5.3); (iv3) approvenot terminate, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate amend or modify, modify any provision of any existing confidentiality or standstill or confidentiality agreement that prohibits or purports with respect to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawpotential Acquisition Proposal.

No Solicitation or Negotiation. Subject to the terms of Anaconda agrees that, except as expressly permitted by this Section 5.35.4 (including if required under Section 5.4(a) and including as expressly permitted by Section 5.4(e)), from it shall not, and it shall cause the date Anaconda Subsidiaries and each of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII its and the Effective TimeAnaconda Subsidiaries’ respective directors, the Company willofficers and employees not to, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and it shall use reasonable best efforts to cause each of its other employees, investment bankersand the Anaconda Subsidiaries’ respective third-party consultants, financial advisors, attorneys, accountants, legal counsel, investment bankers and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party agents, advisors and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will representatives not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) initiate, solicit, initiate, propose knowingly encourage or otherwise knowingly induce facilitate (including by way of furnishing non-public information) any inquiries or the making, submission making of any proposal or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal offer that constitutes, or would reasonably be expected to lead to, an Acquisition any Anaconda Competing Proposal; ; (ii) furnish to engage in, continue or otherwise participate in any third party discussions or negotiations with any non-public information Anaconda Third Party with respect to, relating to the Company and its Subsidiaries or afford to in furtherance of any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Anaconda Competing Proposal or any Inquiries or the making of any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Anaconda Competing Proposal; ; (iii) participate provide any non-public information or engage data or access to the properties, assets or employees of Anaconda or its Subsidiaries to any Anaconda Third Party in discussionsconnection with, communications related to or negotiations with in contemplation of any third party with respect to an Acquisition Anaconda Competing Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approveany inquiry, endorse proposal or recommend any proposal offer that constitutes or would reasonably be expected to lead toto an Anaconda Competing Proposal; (iv) discuss with any Anaconda Third Party, an Acquisition Proposal; approve or (v) recommend, or propose to discuss, approve or recommend, or execute or enter into any agreement in principle, 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 understandingterm sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract agreement, in each case of the foregoing relating to an Acquisition TransactionAnaconda Competing Proposal or any inquiry, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur proposal or offer, in each case 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 confidentiality agreement foregoing that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent lead to an Anaconda Competing Proposal (other than a confidentiality agreement as provided in Section 5.4(e)(i) entered into in compliance with Section 5.4(e)(i)); or (v) submit any Anaconda Competing Proposal to the vote of the Anaconda Shareholders; provided, that notwithstanding anything to the contrary in this Section 5.4, Anaconda or any of its fiduciary duties under applicable LawRepresentatives may, in response to an unsolicited inquiry or proposal from an Anaconda Third Party, inform an Anaconda Third Party or its Representative of the restrictions imposed by the provisions of this Section 5.4 (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder).

No Solicitation or Negotiation. Subject to the terms of Except as expressly permitted by this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time6.2 (including Section 6.2(c)), the Company will, and will cause its Subsidiaries and its and their respective officers and directorsdirectors shall, and will instruct the Company shall cause its and use reasonable best efforts to cause each of its Subsidiaries’ other employeesRepresentatives to, investment bankers(i) at 12:01 a.m. (Eastern time) on June 25, financial advisors, attorneys, accountants, and other representatives and advisors 2016 (collectively, the “RepresentativesNo-Shop Period Start Date”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives Persons that would may be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information ongoing with respect to or that could reasonably be expected to lead to an Acquisition Proposal (including any Person with whom the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence accesswas engaging in discussions during the Go-Shop Period) and (Cii) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement No-Shop Period Start Date until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to in accordance with Article VIII and the Effective TimeVIII, the Company and its Subsidiaries will notnot (A) initiate, and will not instruct, authorize solicit or knowingly permit encourage any of their officers or directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would constitutes or that could reasonably be expected to lead to an Acquisition Proposal; , (iiiB) participate or engage in discussions, communications or otherwise participate in any discussions or negotiations with regarding, or provide any third party with respect non-public information or data concerning the Company or its Subsidiaries to an Acquisition Proposal any Person relating to, or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, any Acquisition Proposal, (C) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal or (D) resolve to do any of the foregoing. Notwithstanding the occurrence of the No-Shop Period Start Date, the Company and its Subsidiaries and its Representatives may continue to engage in the activities described in Section 6.2(b) with any Excluded Party (subject to the requirements of clauses (i)(B) and (i)(C) of Section 6.2(c), including with respect to any amended or modified Acquisition Proposal submitted by such Excluded Party following the No-Shop Period Start Date), until the earlier of (x) 11:59 p.m. (Eastern time) on July 9, 2016 and (y) the date such Person ceases to be an Excluded Party (the earlier of (x) and (y), the “Excluded Party Deadline”), and the restrictions in Section 6.2(b) and 6.2(c)(i)(D) shall not apply with respect thereto until the Excluded Party Deadline (and thereafter the provisions of Section 6.2(b), Section 6.2(c) and Section 6.2(e) shall apply with respect to such Excluded Party). Promptly after the No-Shop Start Date (and in any event no later than twenty-four (24) hours thereafter), the Company shall provide to Parent the identity of each Excluded Party (including the identities of all identified members of the group that constitutes such Excluded Party) and copies of the latest version of such Acquisition Proposal (including, for the avoidance of doubt, the purchase agreement and any documents relating to the financing of such Acquisition Proposal, in each case only if delivered in connection with such Acquisition Proposal). The Company also agrees that the Company shall request (at the applicable time set forth in the next sentence) that each Person, including any Person with whom the Company was engaging in discussions during the Go-Shop Period, and its Representatives who (x) has received non-public information or otherwise entered into a confidentiality or similar agreement in connection with a potential Acquisition Proposal in the twelve (12) months prior to the No-Shop Period Start Date or (y) has received non-public information pursuant to this Section 6.2 promptly return or destroy all confidential information theretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries (and all analyses and other materials prepared by or on behalf of such Person that contains, reflects or analyzes that information). The Company shall make the request set forth in the previous sentence (I) promptly after the No-Shop Period Start Date, in the case of the Persons referred to in clause (x) in the immediately preceding sentence (other than any Excluded Party), (II) on July 10, 2016, in the case of any Excluded Party and/or (III) promptly after the Company terminates, or is no longer permitted pursuant to this Agreement to have, discussions with, or disclose confidential information to, any Person who made an Acquisition Proposal; or (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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur case of the termination Persons referred to in clause (y) in the immediately preceding sentence. For the avoidance of this Agreement pursuant to Article VIII and the Effective Timedoubt, the Company will be required immediately preceding two sentences shall not limit the Company’s ability to enforcemake available confidential information pursuant to, and will not be permitted to waivein accordance with, 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 or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable LawSection 6.2(c).

No Solicitation or Negotiation. Subject to the terms of this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party Person and its Representatives that would be prohibited by this Section 5.3(a) ), request the prompt return or destruction of all non-public information concerning the Company or its Subsidiaries previously furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the date of this Agreement and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party Person or its Representatives; and (B) terminate all access granted to any such third party Person and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunderroom. 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 Group will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other its Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry proposal or proposal inquiry that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company and its Subsidiaries Group or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its SubsidiariesGroup (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case that would reasonably be expected with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications discussions or negotiations with any third party Person with respect to an Acquisition Proposal or Inquiry (other than informing such third parties Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; or (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, an “Alternative Acquisition Agreement”). From the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to the terms of this Section 5.3‎5.3(b), from and after the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article ‎Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party Person and its Representatives that would be prohibited by this Section 5.3(a) Affiliates, directors, officers, employees, consultants, agents, representatives and will immediately advisors (A) collectively, “Representatives”), cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party Person or its Representatives; (B) Representatives and terminate all access granted to any such third party Person and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunderroom. Subject to the terms of Section 5.3(b‎5.3(b), from and after the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article ‎Article VIII and the Effective Time, the Company and its Subsidiaries Group will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their its Representatives acting on the Company’s behalf (other Representatives than Parent and its Affiliates and Representatives) to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry proposal or proposal inquiry that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party Person (other than to Parent or any designees of Parent) any non-public information relating to the Company and its Subsidiaries Group or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its SubsidiariesGroup (other than Parent or any designees of Parent), in any such case that would reasonably be expected with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussionsconstitutes, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, 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, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. From the date of this Agreement hereof until the earlier to occur of the termination of this Agreement pursuant to Article ‎Article VIII and the Effective Time, the Company will not be required to enforce, and will not will, if requested, 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 agreement, in each case, solely to the Company Board (or any committee thereof) unless extent that the Company Board or a committee thereof Special Committee has determined in good faith, faith (after consultation with its financial advisor and outside legal counsel, ) that the failure to take such action do so would reasonably be expected to be inconsistent with its fiduciary duties under pursuant to applicable Lawlaw.

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.36.01, 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 each of Merger Partner, Public Company will, and will cause its Subsidiaries and its and their respective officers and directorsSubsidiaries shall not, and will instruct each of Merger Partner and Public Company shall use reasonable best efforts to cause each of its other their respective directors, officers, members, employees, investment bankers, financial advisorsagents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose seek or initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, take any action to facilitate or assistencourage any offers, any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate constitutes, or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, any Acquisition Proposal; (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any person any non-public information or afford any person other than Public Company or Merger Partner, as applicable, access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any offers, inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (iii) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or (iv) publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.01(c), prior to the Specified Time, each of Public Company and 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 (vB) enter into engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any letter Qualified Person (and the Representatives of intentsuch Qualified Person) regarding any such Acquisition Proposal; provided, (x) that 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 principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable the Confidentiality Agreement (any and continuing additional provisions that expressly permit such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating party to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date comply with this terms of this Agreement until Section 6.01 (a copy of which shall be provided to the earlier other party), (y) the party seeking to occur of the termination make use of this Agreement pursuant proviso has not otherwise materially breached this Section 6.01 with respect to Article VIII and such Acquisition Proposal or the Effective Time, the Company will be required to enforceperson making such Acquisition Proposal, and will not be permitted to waive, terminate (z) the Merger Partner Board or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Public Company Board (or any committee thereofas applicable) unless the Company Board or a committee thereof has determined in good faith, (after consultation with its outside legal counsel, ) that the failure to take such action actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. It is understood and agreed that any violation of the restrictions in this Section 6.01 (or action that, if taken by Public Company or Merger Partner, as applicable, would constitute such a violation) by any Representatives of Public Company or Merger Partner shall be deemed to be a breach of this Section 6.01 by Public Company or Merger Partner, as applicable.

No Solicitation or Negotiation. Subject to The Company agrees that during the terms of Pre-Closing Period, except as permitted by this Section 5.35.02, from the date of this Agreement until the earlier to occur neither it nor any Company Subsidiary nor any of the termination directors and officers of this Agreement pursuant to Article VIII and the Effective Time, the it or any Company willSubsidiary shall, and will cause it shall use its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to instruct and cause its and each of its other Company Subsidiary’s employees, investment bankers, financial advisorsattorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other representatives and advisors (or representatives, collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, (iA) continue any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal or (B) (1) solicit, initiate, propose initiate or knowingly induce the making, submission facilitate or announcement ofencourage (including by way of furnishing information) any inquiries regarding, or knowingly encourage, facilitate the making of any proposal or assist, any Inquiry or proposal offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; , (ii2) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any third party other Person any non-public information relating to the Company or afford any Person (other than Parent and its Subsidiaries or afford to any third party Affiliates) access to the business, properties, assets, books, records or other non-public informationrecords, or to any personnel, personnel of the Company and its or any of the Company Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement ofconnection with, or to knowingly encouragefor the purpose of soliciting or encouraging or facilitating, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; , (iii3) participate approve, adopt, endorse or engage recommend or enter into any letter of intent, acquisition agreement, agreement in discussions, communications principle or negotiations with any third party Contract with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal or offer that constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, Proposal (other than an Acceptable Confidentiality Agreement Agreement), (4) take any such letter of intentaction to exempt any Person (other than Parent and its Subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable Takeover Laws or the Company’s organizational and other governing documents, agreement in principle(5) modify, memorandum of understandingwaive, merger agreement, acquisition agreement amend or other Contract relating release any existing standstill or similar obligations owed by any Person to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur Company or any of the termination Company Subsidiaries, or (6) resolve to do or agree to any of the foregoing. Notwithstanding anything to the contrary in this Agreement pursuant to Article VIII and the Effective TimeSection 5.02(a) or elsewhere in this Agreement, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision may waive provisions of any existing standstill applicable to any Person or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board group (or any committee thereofits Representatives) unless in response to an unsolicited proposal that did not result from a breach of this Section 5.02(a) if the Company Board or a committee thereof has determined of Directors determines in good faith, faith after consultation with its the Company’s outside counsel, counsel that the failure to take such action do so would reasonably be expected to be inconsistent with its the fiduciary duties of the Board of Directors to the Company’s stockholders under applicable LawLegal Requirements. Other than as specifically permitted by Section 5.02(b), the Company shall, and shall cause each of its Subsidiaries and direct each of its and their respective Representatives to, immediately cease and terminate any existing solicitation, discussion or negotiation heretofore conducted by the Company, any of its Subsidiaries or their respective Representatives with any Person (other than Parent and its Affiliates) with respect to any Acquisition Proposal, cease providing any further information with respect to the Company, its Subsidiaries to any such Person or its Representatives, terminate access for any such Persons and their Representatives to any physical or electronic data room, and promptly, following the date hereof, the Company shall request that all non-public information previously provided by or on behalf of the Company or any of the Company Subsidiaries to any such Person be returned or destroyed in accordance with the applicable confidentiality agreement. The Company agrees any breach of this Section 5.02(a) by any of its Representatives (inclusive of actions taken under this Section 5.02(a) that otherwise could not be taken by the Company) will be deemed to be a breach of this Agreement by the Company.

No Solicitation or Negotiation. Subject to the terms of this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the The Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each its Representatives to, (x) on the date of its other employeesthis Agreement, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party Person and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal Transaction, (y) as promptly as practicable on or following the date of this Agreement (and in any event within three (3) Business Days following the date of this Agreement) request the return or destruction of all confidential information previously provided to such parties and (z) promptly prohibit access by any such third party or Person (other than Parent, its Representatives; (B) terminate all access granted to any such third party Subsidiaries and its Representatives and their Representatives) to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunderroom. Subject to the terms of Except as expressly permitted by Section 5.3(b5.4(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will use reasonable best efforts to cause their respective Representatives not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry proposal or proposal offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company and or any of its Subsidiaries or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and or any of its SubsidiariesSubsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case that would reasonably be expected with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist assist, an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications discussions or negotiations with any third party Person with respect to an Acquisition Proposal or Inquiry (in each case other than (A) informing such third parties Persons of the provisions contained in this Section 5.35.4 or (B) contacting such Person or its Representatives to clarify the terms and conditions of any Acquisition Proposal (or inquiries, communications, proposals or offers or any other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will 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 Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.;

No Solicitation or Negotiation. Subject to the terms of this Section 5.35.1, from the date of this Agreement No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII VII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directorsdirectors to, and will instruct and use reasonable best efforts to cause each of its other employeesRepresentatives to, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party Person and its Representatives that would be prohibited by this Section 5.3(a5.1(b), request the prompt return or destruction of all non-public information concerning the Company and its Subsidiaries theretofore furnished to any such Third Person (and such Third Person’s Representatives) with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the six-month period immediately preceding the No-Shop Period Start Date and will immediately (A) cease providing any further information with respect to the Company and its Subsidiaries or any Acquisition Proposal to any such third party Third Person or its Representatives; and (B) terminate all access granted to any such third party Third Person and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder). Subject to the terms of Section 5.3(b5.1(c), from the date of this Agreement No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII VII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or and directors or any of their other Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry proposal or proposal inquiry that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party Third Person (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective Representatives) any non-public information relating to the Company and Company, its Subsidiaries or Affiliates or afford to any third party Third Person access to the business, properties, assets, books, records or other non-public information, or to any personnelPersonnel, of the Company and Company, its SubsidiariesSubsidiaries or Affiliates (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective Representatives), in any such case that would reasonably be expected with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist assist, an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any third party Third Person with respect to an Acquisition Proposal or Inquiry (other than informing such third parties Third Persons of the provisions contained in this Section 5.35.1); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition TransactionProposal, 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 TransactionProposal (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). From the date of this Agreement No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII VII 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 confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) (unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.36.1, 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 each of Merger Partner, Public Company will, and will cause its Subsidiaries and its and their respective officers and directorsSubsidiaries shall not, and will instruct each of Merger Partner and Public Company shall use reasonable best efforts to cause each of its other their respective directors, officers, members, employees, investment bankers, financial advisorsagents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose seek or initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, take any action to facilitate or assistencourage any offers, inquiries or the making of any Inquiry proposal or proposal offer that constitutes, or would could reasonably be expected to lead to, any 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) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any third party person any non-public information relating to the Company and its Subsidiaries or afford to any third party person other than Public Company or Merger Partner, as applicable, access to the businesssuch party’s property, propertiesbooks or records (except pursuant to a request by a Governmental Entity) in connection with any offers, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate constitutes, or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, any Acquisition Proposal; (iii) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or (iv) publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), prior to the Specified Time, each of Public Company and 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 (vB) enter into engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any letter Qualified Person (and the Representatives of intentsuch Qualified Person) regarding any such Acquisition Proposal; provided, (x) that 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 principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable the Confidentiality Agreement (any and continuing additional provisions that expressly permit such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating party to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date comply with this terms of this Agreement until Section 6.1 (a copy of which shall be provided to the earlier other party), (y) the party seeking to occur of the termination make use of this Agreement pursuant proviso has not otherwise materially breached this Section 6.1 with respect to Article VIII such Acquisition Proposal or the person making such Acquisition Proposal, and (z) the Effective Time, the Merger Partner Board or Public Company will Board (as applicable) has determined that taking such actions would be required to enforce, and will not be permitted to waive, terminate or modify, any provision prevent a breach 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 or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawlaw. It is understood and agreed that any violation of the restrictions in this Section 6.1 (or action that, if taken by Public Company or Merger Partner, as applicable, would constitute such a violation) by any Representatives of Public Company or Merger Partner shall be deemed to be a breach of this Section 6.1 by Public Company or Merger Partner, as applicable.

No Solicitation or Negotiation. Subject to the terms of Clover agrees that, except as expressly permitted by this Section 5.37.10, from the date neither it nor any of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries shall and its and their respective officers and directors, and will it shall instruct and use its reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Subsidiaries’ Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose solicit or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, encourage any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate constitutes, or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, any Competing Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or that could reasonably be expected to lead to, a Competing Proposal, or provide any information or data to any Person in connection with the foregoing, in each case, except to notify such Person of the existence of the provisions of this Section 7.10; (iii) otherwise knowingly facilitate any effort or attempt to make a Competing Proposal; or (iv) resolve or agree to do any of the foregoing. Notwithstanding anything to the contrary in the foregoing provisions of this Section 7.10, prior to but not after the time the Clover Stockholder Approval is obtained, Clover may (A) provide information in response to a request therefor by a Person who has made an Acquisition Proposalunsolicited bona fide written Competing Proposal that did not result from a breach of this Section 7.10 if the Person so requesting such information enters into an Acceptable Confidentiality Agreement; or (vB) enter into engage or otherwise participate in any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement discussions or other Contract relating to negotiations with any Person who has made such 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 date unsolicited bona fide written Competing Proposal that did not result from a breach of this Agreement until Section 7.10, if and only to the earlier extent that (I) prior to occur of the termination of this Agreement pursuant to Article VIII and the Effective Timetaking any action described in clause (A) or (B) directly above, the Company will 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 Clover Board (or any committee thereof) unless the Company Board or a committee thereof has determined determines in good faith, faith after consultation with its outside counsel, legal counsel that failure to take such action would be inconsistent with the directors’ duties under applicable Law and (II) in each such case referred to in clause (A) or (B) directly above, the Clover Board has determined in good faith and after consultation with its outside legal counsel and financial advisor that such Competing Proposal either constitutes a Superior Proposal or could reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawlead to a Superior Proposal.

No Solicitation or Negotiation. Subject to the terms final two sentences of this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will5.3(b), and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject subject to the terms of Section 5.3(b5.3(c), from the date of this Agreement 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 shall not, and will the Company and its Subsidiaries shall not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, (iA) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry proposal or proposal offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (iiB) furnish to any third party Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company and or any of its Subsidiaries or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and or any of its Subsidiaries, in any such case that would reasonably be expected with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist assist, an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate or engage in discussions, communications discussions or negotiations with any third party Person with respect to an Acquisition Proposal (or Inquiry (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 third parties Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (vD) 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 entered into in compliance with Section 5.3(c) (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”) or (E) agree or resolve to take, or take, any of the actions prohibited by the foregoing clauses (A) through (D). Subject to the following two sentences of this Section 5.3(b), and subject to the terms of Section 5.3(c) and except with respect to an Excluded Party, at the No-Shop Period Start Date, the Company shall immediately, and shall cause each of its Subsidiaries and cause its and their respective Representatives to immediately, (1) cease any solicitations, discussions, communications or negotiations with any Person (other than the Parties and their respective Representatives) in connection with an Acquisition Proposal by such Person or a proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, in each case that exists as of the No-Shop Period Start Date, (2) terminate 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 Transaction and (3) inform the Persons referred to in clauses (1) and (2) of the obligations undertaken in this Section 5.3(b) and promptly (and in any event within 48 hours of the No-Shop Period Start Date) request from each Person other than an Excluded Party that has executed a confidentiality agreement in connection with its consideration of making an Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company or any of its Subsidiaries. From the date of this Agreement 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 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 Board (or any committee thereof) unless if the Company Board or a committee thereof has determined determines in good faith, faith (after consultation with its financial advisors and outside legal counsel, ) that the failure to take such action do so would reasonably be expected to be inconsistent with its directors’ fiduciary duties under applicable Law; provided, the Company promptly advises Parent in writing within 48 hours of making such determination that it is taking such action and the identity of the party or parties with respect to which it is taking such action. Notwithstanding the foregoing and the occurrence of the No-Shop Period Start Date, the Company and its Affiliates and their respective Representatives may continue to engage in the activities described in Section 5.3(a) with respect to any Excluded Party, including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party following the No-Shop Period Start Date until the earlier of (x) 12:01 a.m. on the 61st day after the date of this Agreement (the “Cut-Off Date”) and (y) the time that such Excluded Party ceases to be an Excluded Party in accordance with the proviso in the definition thereof and, for clarity, at the earlier of (x) and (y) the provisions of Section 5.3(b) and Section 5.3(c) will apply.

No Solicitation or Negotiation. Subject to the terms of Except as permitted by this Section 5.3, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Offer Acceptance Time, the Company and its Subsidiaries will shall not, and will shall not instruct, authorize or knowingly permit any of their officers or directors or any of their other respective Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry proposal or proposal offer that constitutes, constitutes or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company and or any of its Subsidiaries or afford to any third party Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and or any of its Subsidiaries, in any such case that would reasonably be expected with the intent to induce the making, submission or announcement of, or with the intent to knowingly encourage, facilitate or assist assist, an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would could reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications discussions or negotiations with any third party Person with respect to an Acquisition Proposal by such Person (or Inquiry (inquiries, proposals or offers or other efforts that could reasonably be expected to lead to an Acquisition Proposal by such Person), in each case other than informing such third parties Persons of the existence of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating with respect to an Acquisition TransactionProposal, 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 with respect to an Acquisition TransactionProposal, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier ; (vi) grant to occur of the termination of this Agreement pursuant to Article VIII and the Effective Timeany Person any waiver, the Company will be required to enforce, and will not be permitted to waive, terminate amendment or modify, any provision of release under any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to any Anti-Takeover Laws unless the Company Board (or any a committee thereof) unless the Company Board or a committee thereof has determined first determines in good faith, faith (after consultation with its financial advisors and outside legal counsel, ) that the failure to take such action would reasonably be expected likely to be inconsistent with its fiduciary duties under applicable Law.Law or

No Solicitation or Negotiation. Subject to the terms of Except as expressly permitted by this Section 5.3, from and after the date No-Shop Period Start Date, the Company will and will cause each of its Subsidiaries and its and their officers and directors to, and will instruct and use its reasonable best efforts to cause its Representatives to, (i) cease any solicitations, discussions or negotiations with any Person that would be prohibited by this Agreement Section 5.3(b), request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into within the six (6) month period immediately preceding the No-Shop Period Start Date and terminate all access granted to any such Person and its Representatives to any physical or electronic data room; and (ii) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, (iA) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assistassist the making, submission or announcement of any Inquiry proposal, inquiry or proposal offer that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (iiB) furnish to any third party Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) or its Representatives (in their capacity as such) any non-public information relating to the Company and its Subsidiaries Group or any Acquisition Proposal or afford to any third party Person or its Representatives (in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its SubsidiariesGroup (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case that would reasonably be expected with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iiiC) participate or engage in discussions, communications discussions or negotiations with any third party Person with respect to an Acquisition Proposal or Inquiry (other than informing such third parties Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (vD) 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not be required to enforce, and will not be permitted to waive, terminate waive or modifyrelease, any provision of any standstill or confidentiality agreement solely to the extent that prohibits such provision has the effect of prohibiting or purports to prohibit making a proposal being made confidential Acquisition Proposal to the Company Board (or any committee thereof) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law).

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.36.01, 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 each of Merger Partner, Public Company will, and will cause its Subsidiaries and its and their respective officers and directorsSubsidiaries shall not, and will instruct each of Merger Partner and Public Company shall use reasonable best efforts to cause each of its other their respective directors, officers, members, employees, investment bankers, financial advisorsagents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives and advisors (collectively, “"Representatives”") to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose seek or initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, take any action to facilitate or assistencourage any offers, any Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party any non-public information relating to the Company and its Subsidiaries or afford to any third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate constitutes, or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, any Acquisition Proposal; (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any person any non-public information or afford any person other than Public Company or Merger Partner, as applicable, access to such party's property, books or records (except pursuant to a request by a Governmental Entity) in connection with any offers, inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (iii) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or (iv) publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.01(c), prior to the Specified Time, each of Public Company and 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 (vB) enter into engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any letter Qualified Person (and the Representatives of intentsuch Qualified Person) regarding any such Acquisition Proposal; provided, (x) that 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 principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable the Confidentiality Agreement (any and continuing additional provisions that expressly permit such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating party to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date comply with this terms of this Agreement until Section 6.01 (a copy of which shall be provided to the earlier other party), (y) the party seeking to occur of the termination make use of this Agreement pursuant proviso has not otherwise materially breached this Section 6.01 with respect to Article VIII and such Acquisition Proposal or the Effective Time, the Company will be required to enforceperson making such Acquisition Proposal, and will not be permitted to waive, terminate (z) the Merger Partner Board or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Public Company Board (or any committee thereofas applicable) unless the Company Board or a committee thereof has determined in good faith, (after consultation with its outside legal counsel, ) that the failure to take such action actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. It is understood and agreed that any violation of the restrictions in this Section 6.01 (or action that, if taken by Public Company or Merger Partner, as applicable, would constitute such a violation) by any Representatives of Public Company or Merger Partner shall be deemed to be a breach of this Section 6.01 by Public Company or Merger Partner, as applicable.

No Solicitation or Negotiation. Subject to the terms of Except as permitted by this Section 5.3, from the date of this Agreement Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company willshall, and will shall cause its Subsidiaries and its and their respective officers and directors, and will instruct and use reasonable best efforts to cause each of its their respective other employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) Representatives to immediately cease and cause to be terminated any discussions or negotiations with any third party Third Person and its Representatives relating to any Acquisition Proposal or Acquisition Transaction that are not expressly permitted by Section 5.3(b), promptly (and in any event, within two (2) Business Days of the Agreement Date) request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement with respect to any Inquiry or offer or proposal that constitutes, or would reasonably be prohibited by this Section 5.3(a) expected to lead to, an Acquisition Proposal was entered into prior to the Agreement Date and will immediately (A) immediately cease providing any further information with respect to the Company Group or any Acquisition Proposal to any such third party Third Person or its Representatives; and (B) immediately terminate all access granted to any such third party Third Person and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder). Subject to the terms of Except as expressly permitted by Section 5.3(b), from the date of this Agreement 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 shall not, shall cause their respective directors and officers not to, and will not instruct, authorize or knowingly permit any of their officers or directors or any of instruct and use reasonable best efforts to cause their other respective Representatives not to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third party Third Person any non-public information relating to the Company and its Subsidiaries Group or afford to any third party Third Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its SubsidiariesGroup, in any such case with the intent to induce, or that would could reasonably be expected to induce result in, or in response to, the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal Inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into, engage in, knowingly encourage, continue or otherwise participate in any discussions, communications or negotiations with any Third Person with respect to any Inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iv) approve, endorse or recommend any offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (other than with Parent and its Affiliates and Representatives); (v) enter into any letter of intent, agreement in principle, indication of interest, term sheet, 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 TransactionTransaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). From the date , (vi) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of this Agreement until the earlier to occur equity securities of the termination Company or any of this Agreement pursuant its Subsidiaries, (vii) take any action to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, make any provision of any standstill “fair price,” “moratorium,” “control share acquisition,” or confidentiality agreement that prohibits other form of antitakeover statute or purports to prohibit a proposal being made to the Company Board regulation (or any committee thereofrelated provision in the Company’s governing documents) unless applicable to any transactions contemplated by an Acquisition Proposal and/or (viii) authorize any of the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawforegoing.

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.36.1, 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 each of Merger Partner, Public Company will, and will cause its Subsidiaries and its and their respective officers and directorsSubsidiaries shall not, and will instruct each of Merger Partner and Public Company shall use reasonable best efforts to cause each of its other their respective directors, officers, members, employees, investment bankers, financial advisorsagents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives and advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose seek or initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, take any action to facilitate or assistencourage any offers, inquiries or the making of any Inquiry proposal or proposal offer that constitutes, or would could reasonably be expected to lead to, any 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) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any third party person any non-public information relating to the Company and its Subsidiaries or afford to any third party person other than Public Company or Merger Partner, as applicable, access to the businesssuch party’s property, propertiesbooks or records (except pursuant to a request by a Governmental Entity) in connection with any offers, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate constitutes, or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would could reasonably be expected to lead to, any Acquisition Proposal; (iii) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or or (viv) enter into publicly propose to do 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, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will 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 Board foregoing described in clauses (or any committee thereofi) unless the Company Board or a committee thereof has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawthrough (iii).

No Solicitation or Negotiation. Subject to the terms of Except as set forth in this Section 5.36.1, 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 each of Merger Partner, Public Company will, and will cause its Subsidiaries and its and their respective officers and directorssubsidiaries shall not, and will instruct each of Merger Partner and Public Company shall use reasonable best efforts to cause each of its other their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and financial advisors (collectively, “Representatives”) to immediately cease and cause to be terminated any discussions or negotiations with any third party and its Representatives that would be prohibited by this Section 5.3(a) and will immediately (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such third party or its Representatives; (B) terminate all access granted to any such third party and its Representatives to any physical or electronic data room (or any other diligence access) and (C) instruct that each Person (other than Parent and its Representatives) that has entered into a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information provided thereunder. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their officers or directors or any of their other Representatives to, directly or indirectly, : (i) solicit, initiate, propose seek or initiate or knowingly induce the making, submission or announcement of, or knowingly encourage, take any action to facilitate or assistencourage any offers, inquiries or the making of any Inquiry proposal or proposal offer that constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal; ; (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any third party person any non-public information relating to the Company and its Subsidiaries or afford to any third party person other than Public Company or Merger Partner, as applicable, access to the businesssuch party’s property, propertiesbooks or records (except pursuant to a request by a Governmental Entity) in connection with any offers, assets, books, records or other non-public information, or to any personnel, of the Company and its Subsidiaries, in any such case that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussionsconstitutes, communications or negotiations with any third party with respect to an Acquisition Proposal or Inquiry (other than informing such third parties of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, any Acquisition Proposal; (iii) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by an Acquisition Proposal; or (iv) publicly propose to do any of the foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), prior to the Specified Time, each of Public Company and Merger Partner, and their respective Representatives, may (A) furnish non-public information with respect to Public Company and its subsidiaries or Merger Partner, as the case may be, to any Qualified Person (and the Representatives of such Qualified Person), or (vB) enter into engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any letter Qualified Person (and the Representatives of intentsuch Qualified Person) regarding any such Acquisition Proposal; provided, (x) that 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 principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable the Confidentiality Agreement (any such letter of intentand, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From if entered into after the date of this Agreement until the earlier Agreement, containing additional provisions that expressly permit such party to occur of the termination comply with this terms of this Agreement pursuant Section 6.1 (a copy of which shall be provided to Article VIII and the Effective Timeother party), (y) the Company will be required party seeking to enforcemake 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 will not be permitted to waive, terminate (z) the Merger Partner Board or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Public Company Board (or any committee thereofas applicable) unless the Company Board or a committee thereof has determined in good faith, (after consultation with its outside legal counsel, ) that the failure to take such action actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. It is understood and agreed that any violation of the restrictions in this Section 6.1 (or action that, if taken by Public Company or Merger Partner, as applicable, would constitute such a violation) by any director, officer, attorney, or financial advisor of Public Company or Merger Partner shall be deemed to be a breach of this Section 6.1 by Public Company or Merger Partner, as applicable.