Common use of No Solicitation; Other Offers Clause in Contracts

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, the Company and its Subsidiaries shall not, nor shall they permit any of their Affiliates to, nor shall they authorize any of the officers, directors, employees, investment bankers, consultants and other agents and Affiliates of the Company and its Subsidiaries to, directly or indirectly, (i) solicit, initiate, encourage, induce or knowingly facilitate (including by way of furnishing information) the submission of any Acquisition Proposal or any inquiries with respect thereto, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the Knowledge of the Company, is making or considering making, or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company shall, and shall cause its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to the extent within its power, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries in the possession of such Persons and their Affiliates, representatives and advisors.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time The Company and its Subsidiaries will not, and the termination Company will cause the officers, directors and employees of this Agreement in accordance with Article 8, the Company and its Subsidiaries shall not, nor shall they permit any of their Affiliates not to, nor shall they authorize any of and the officers, directors, employees, Company will not knowingly permit the investment bankers, attorneys, consultants and other agents and Affiliates or advisors of the Company and its Subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate, encourage, induce initiate or knowingly facilitate (including by way of furnishing information) or encourage the submission of any Acquisition Proposal (including by amending, or granting any inquiries with respect theretowaiver under, the Rights Agreement), (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal with, or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, to the Knowledge of the Company, who is making or considering making, or who has made, an Acquisition Proposal, or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person whowho is considering making, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent informed fully informed, on a current basis, of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal Proposal, indication or request. The Company and its Subsidiaries shall, and the Company shall cause its Subsidiaries and the officers, directors, employees employees, agents and other agents advisors of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to Proposal. Nothing contained in this Agreement shall prevent the extent within its power, to recover or cause to be destroyed all information concerning Board of Directors of the Company and its Subsidiaries in from complying with Rule 14d-9 or Rule 14e-2 under the possession of such Persons and their Affiliates, representatives and advisors1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, the The Company and its Subsidiaries shall not, nor and shall they not permit any of their Affiliates to, nor shall they authorize any of the officers, directors, employees, investment bankers, consultants and other agents and Affiliates of the Company and its Subsidiaries to, directly and shall cause its officers, directors and employees, and any investment bankers, consultants, financial advisors, accountants, agents or indirectlyother representatives retained by it or any of its Subsidiaries not to, (i) solicit, initiate, encourage, induce initiate or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal (as hereinafter defined) or any inquiries with respect thereto, (ii) engage in discussions or negotiations with or furnish to any Person concerning any information with respect to an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal Proposal. Any violation of the foregoing restrictions by any of the Company's representatives, whether or accept an Acquisition Proposal not such representative is so authorized and whether or (iii) disclose any nonpublic information relating not such representative is purporting to act on behalf of the Company or any otherwise, shall be deemed a breach of its Subsidiaries to any Person who, to the Knowledge of this Agreement by the Company, is making or considering making, or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company shall, and shall cause its Subsidiaries and the officers, directors, employees and or any investment bankers, attorneys, consultants, financial advisors, agents or other agents representatives of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to the extent within its power, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries in the possession of such Persons and their Affiliatesaffiliates, representatives and advisors. Nothing contained in this Agreement shall prevent the Company Board from complying with Rule 14d-9 or Rule 14e-2 under the Exchange Act with respect to any Acquisition Proposal or making any disclosure to the Company's stockholders that, in the good faith judgment of the majority of the members of the Company Board, upon recommendation of the Special Committee after consultation with and advice from its outside legal counsel, is required by applicable Law.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 810, the Company and its Subsidiaries shall will not, nor shall they permit any of their Affiliates to, nor shall they authorize any of and the Company will use its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants and or other agents and Affiliates or representatives (collectively, "Agents") of the Company and its Subsidiaries not to, directly or indirectly, (i) solicit, initiate, encourage, induce initiate or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal or any inquiries with respect theretoProposal, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or Proposal, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the Knowledge knowledge of the Company, is making or considering making, or who has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the Knowledge knowledge of the Company, is making making, or considering making or who has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and the all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any such written communications between the Company and any Person making the Acquisition Proposal or requestProposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the directors, employees and other agents Agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to Proposal. Nothing contained in this Agreement shall prevent the extent within its power, to recover or cause to be destroyed all information concerning Board of Directors of the Company and its Subsidiaries in from complying with Rule 14d-9 or Rule 14e-2 under the possession of such Persons and their Affiliates, representatives and advisors1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8hereof, the Company will not, and will cause its Subsidiaries shall not, nor shall they permit any of their Affiliates to, nor shall they authorize any of and the officers, directors, employees, investment bankers, attorneys, accountants, consultants and or other agents and Affiliates or advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, induce facilitate or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal or any inquiries with respect theretoProposal, (ii) engage in discussions negotiations with, or negotiations with any Person concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person whowho has made or, to the Knowledge of the Company's knowledge, is making or considering making, or who has made, an Acquisition Proposal, or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. Notwithstanding the foregoing sentence, the Company may, in the press release announcing execution of this Agreement, include the following sentence: "Under the Agreement, the Company may furnish information and hold discussions with third parties in appropriate circumstances." Parent and the Company agree further that the issuance of a press release containing the foregoing sentence shall not constitute solicitation, initiation, facilitation or encouragement by the Company or its Subsidiaries of the submission of an Acquisition Proposal in violation of this Section 7.03(a). The Company will notify Parent as promptly as practicable (but in no event later than 24 hourstwo business days) after receipt by the Company (or any of its advisors) of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person whowho has made or, to the Knowledge of the Company's knowledge, is making or considering making or who has mademaking, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent informed fully informed, on a current basis, of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal Proposal, indication or request. The Company shall, and shall cause its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to Proposal. Nothing contained in this Agreement shall prevent the extent within its power, to recover or cause to be destroyed all information concerning Board of Directors of the Company from complying with its fiduciary duties or Rules 14d-9 and its Subsidiaries in 14e-2 under the possession of such Persons and their Affiliates, representatives and advisors1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8hereof, the Company will not, and will cause its Subsidiaries shall not, nor shall they permit any of their Affiliates to, nor shall they authorize any of and the officers, directors, employees, investment bankers, attorneys, accountants, consultants and or other agents and Affiliates or advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, induce facilitate or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal or any inquiries with respect theretoProposal, (ii) except as permitted in Section 7.4(b), engage in discussions or negotiations with any Person concerning an Acquisition Proposal with, or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company has reason to the Knowledge of the Company, is making or believe may be considering making, or who has made, an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. The Company will notify Parent as or Parent's outside legal counsel promptly as practicable (but in no event later than 24 36 hours) after receipt by by, or communication to, the Company of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person whowho the Company has reason to believe may be considering making, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) fully informed, on a current basis, of any such Acquisition Proposal or requestmaterial changes to the terms thereof. The Company shall, and shall cause its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to the extent within its power, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries in the possession of such Persons and their Affiliates, representatives and advisorsProposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, the The Company and its Subsidiaries shall not, nor and shall they not permit any of their Affiliates its Subsidiaries to, nor and shall they authorize any of the use its best efforts to ensure that its officers, directors, directors or employees, or any investment bankers, consultants and or other agents and Affiliates retained by it or any of the Company and its Subsidiaries toto not, directly or indirectly, (i) solicit, initiate, encourage, induce or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal or any inquiries with respect thereto, (ii) engage in discussions or negotiations or furnish to any person any information with any Person concerning respect to an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the Knowledge of the Company, is making or considering making, or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after within 48 hours of receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person person who, to the Knowledge knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and including the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company shall, and shall cause its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to the extent within its power, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries in the possession of such Persons persons and their Affiliatesaffiliates, representatives and advisors. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the Exchange Act with respect to any Acquisition Proposal or making any disclosure to the Company's stockholders if, in the good faith judgment of the majority of the disinterested members of the Board of Directors of the Company, failure to so disclose would be inconsistent with their fiduciary duties and violative of applicable law.

No Solicitation; Other Offers. (a) From the date hereof of this Agreement until the earlier of the Effective Time and or the termination of this Agreement in accordance with Article 8its terms, the Company and its Subsidiaries shall not, nor and shall they permit any cause each of their Affiliates to, nor shall they authorize any of the officers, directors, employees, investment bankers, consultants and other agents and Affiliates of the Company and its Subsidiaries representatives not to, directly or indirectly, (ia) solicit, initiate, encourageor support or take any action to solicit, induce initiate or knowingly facilitate support any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (including b) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent, (c) furnish to any Person other than Parent any information that the Company believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (d) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by way of furnishing informationany Acquisition Proposal or otherwise relating to any Acquisition Proposal or (e) the submission of submit any Acquisition Proposal or any inquiries with respect thereto, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating matter related thereto to the Company or any vote of its Subsidiaries to any Person who, to the Knowledge stockholders of the Company, is making or considering making, or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company shall, and shall cause each of its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries representatives to, immediately cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, or negotiations with any Persons conducted prior to or on the date hereof of this Agreement with respect to any Acquisition Proposal andProposal, and shall promptly (and in any event within 24 hours) provide Parent with: (i) a written description of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Proposal, or any request for information that could reasonably be expected to be used for the purposes of formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal, that is received by the Company or any representatives of the Company from any Person (other than Parent), including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information was received (the “Other Interested Party”) and the material financial terms of such expression of interest, inquiry, proposal, offer or request for information; and (ii) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the Other Interested Party’s representatives to the extent within its power, to recover Company or cause to be destroyed all information concerning any representatives of the Company and its Subsidiaries in or transmitted on behalf of the possession Company or any representatives of such Persons and their Affiliates, representatives and advisorsthe Company to the Other Interested Party or any of the Other Interested Party’s representatives.

No Solicitation; Other Offers. (a) From During the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8Pre-Closing Period, the Company and its Subsidiaries Seller shall not, nor and shall they permit any cause each of their Affiliates to, nor shall they authorize any of the officers, directors, employees, investment bankers, consultants and other agents and Affiliates of the Company and its Subsidiaries Representatives not to, directly or indirectly, (ia) solicit, initiate, facilitate, support, seek, induce, entertain or encourage, induce or knowingly facilitate take any action to solicit, initiate, facilitate, support, seek, induce, entertain or encourage any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (including by way of furnishing informationb) the submission of enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal or any inquiries with respect thereto, (ii) engage in discussions or negotiations with any Person concerning other than Purchaser, (c) furnish to any Person other than Purchaser any information that Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal Proposal, or knowingly facilitate take any effort other action regarding any inquiry, expression of interest, proposal or attempt offer that constitutes, or would reasonably be expected to make an Acquisition Proposal or accept lead to, an Acquisition Proposal or (iiid) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the Knowledge of the Company, is making or considering making, or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of accept any Acquisition Proposal or enter into any request agreement, arrangement or understanding (whether written or oral) providing for nonpublic information the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to the Company or any of its Subsidiaries by any Person who, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company Seller shall, and shall cause each of its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries Representatives to, immediately cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, or negotiations with any Persons conducted prior to or on the date hereof of this Agreement with respect to any Acquisition Proposal andProposal, including suspending such Persons’ access to any electronic or physical data room and requesting the return of all confidential information distributed to such Persons. Seller shall promptly (and in any event within 24 hours) provide, to the extent within its powernot prohibited by the terms of any confidentiality or non-disclosure agreement in existence as of the date hereof, Purchaser with: (y) an oral and a written description of any expression of interest, inquiry, proposal or offer relating to recover a possible Acquisition Proposal, or cause any request for information that could reasonably be expected to be destroyed all used for the purposes of formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal, that is received by Seller or its Representatives from any Person, including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information concerning was received (the Company “Other Interested Party”), and (z) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the Other Interested Party’s Representatives to Seller or its Subsidiaries in Representatives or transmitted on behalf of Seller or its Representatives to the possession Other Interested Party or any of such Persons and their Affiliates, representatives and advisorsthe Other Interested Party’s Representatives.

No Solicitation; Other Offers. (a) From and after receipt of the date hereof Written Consent containing the Company Stockholder Approval until the earlier of the Effective Time and or the termination of this Agreement in accordance with Article 8its terms, without the prior consent of Parent, the Company and its Subsidiaries shall not, nor and shall they permit any cause each of its Representatives and each of the Acquired Companies (and each of their Affiliates to, nor shall they authorize any of the officers, directors, employees, investment bankers, consultants and other agents and Affiliates of the Company and its Subsidiaries respective Representatives) not to, directly or indirectly, (i) solicit, initiate, facilitate, support, seek, induce, entertain or encourage, induce or knowingly facilitate take any action to solicit, initiate, facilitate, support, seek, induce, entertain or encourage any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (including by way ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent, (iii) furnish to any Person other than Parent any information that the Company believes or would reasonably know would be used for the purposes of furnishing informationformulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iv) the submission of accept any Acquisition Proposal or enter into any inquiries with respect theretoagreement, arrangement or understanding (iiwhether written or oral) engage in discussions or negotiations with providing for the consummation of any Person concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the Knowledge of the Company, is making or considering making, or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt transaction contemplated by the Company of any Acquisition Proposal or any request for nonpublic information otherwise relating to any Acquisition Proposal or the Company Interim Acquisition, or (v) submit any Acquisition Proposal, the Interim Acquisition or any of its Subsidiaries by any Person who, matter related thereto to the Knowledge vote of the stockholders of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company shall, and shall cause each of its Subsidiaries Representatives and the directors, employees and other agents each of the Company other Acquired Companies (and its Subsidiaries each of their respective Representatives) to, immediately cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, or negotiations with any Persons conducted prior to or on the date hereof of this Agreement with respect to any Acquisition Proposal andProposal, and shall promptly (and in any event within twenty four (24) hours) provide Parent with: (i) an oral and a written description of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Proposal, or any request for information that would reasonably be expected to be used for the purposes of formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal, that is received by any Acquired Company or any Representatives of any Acquired Company from any Person (other than Parent), including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for information was received (the “Other Interested Party”); and (ii) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the Other Interested Party’s Representatives to any Acquired Company or any Representatives of any Acquired Company or transmitted on behalf of any Acquired Company or any Representatives of any Acquired Company to the extent within its power, to recover Other Interested Party or cause to be destroyed all information concerning any of the Company and its Subsidiaries in the possession of such Persons and their Affiliates, representatives and advisorsOther Interested Party’s Representatives.

No Solicitation; Other Offers. (a) From the date hereof of this Agreement until the earlier of the Effective Time and Closing Date or the termination of this Agreement in accordance with Article 8its terms, the Company and its Subsidiaries (a) each Seller shall not, nor and shall they permit any cause each of their Affiliates its Representatives not to, nor shall they authorize any of the officers, directors, employees, investment bankers, consultants and other agents and Affiliates of (b) the Company shall not, and shall cause each of its Subsidiaries Representatives not to, directly or indirectly, : (i) solicit, initiate, facilitate, support, seek, respond, induce, entertain or encourage, induce or knowingly facilitate take any action to solicit, initiate, facilitate, support, seek, respond, induce, or encourage any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes, or that would reasonably be expected to lead to, an Acquisition Proposal that may involve the Purchased Shares; (including ii) enter into, participate in, maintain or continue any discussions or negotiations relating to any Acquisition Proposal that may involve the Purchased Shares with any Person other than the Purchaser; (iii) furnish to any Person other than the Purchaser any information that the Company or such Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal that may involve the Purchased Shares or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal that may involve the Purchased Shares; (iv) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by way of furnishing informationany Acquisition Proposal or otherwise relating to any Acquisition Proposal; or (v) the submission of submit any Acquisition Proposal or any inquiries with respect thereto, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating matter related thereto to the Company or any vote of its Subsidiaries to any Person who, to the Knowledge shareholders of the Company. Each Seller shall, is making or considering making, or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any and shall cause each of its Subsidiaries by any Person who, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person makingRepresentatives to, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company shall, and shall cause each of its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries Representatives to, immediately cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, or negotiations with any Persons conducted prior to or on the date hereof of this Agreement with respect to any Acquisition Proposal andthat may involve the Purchased Shares, and shall promptly (and in any event within 24 hours) provide the Purchaser with: (x) a written description of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Transaction that is received by the Company or such Seller or by any Representative of the Company or such Seller from any Person (other than the Purchaser), including in such description the identity of the Person from which such expression of interest, inquiry, proposal or offer was received (the “Other Interested Party”); and (y) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the Other Interested Party’s Representatives to the extent within its power, to recover Company or cause to be destroyed all information concerning any Seller or any Representative of the Company or Seller or transmitted on behalf of the Company or Seller or any Representative of the Company or Seller to the Other Interested Party or any of the Other Interested Party’s Representatives. Furthermore, the parties agree that each of the Sellers shall be obligated, and its Subsidiaries subject to, Sections 3 (Right of First Offer), 7 (Effect of Failure to Comply), 11 (Miscellaneous) all of the provisions of the Shareholders Agreement, and the Purchaser shall have all the rights provided to it under the Shareholder Agreement, in each case, as if such Shareholder Agreement was executed and in full force and effect, as of the possession date hereof, and Purchaser shall be deemed to own, for the purpose of such Persons obligations and their Affiliatesrights, representatives and advisorsall of the Purchased Shares.

No Solicitation; Other Offers. (a) From the date hereof until Until the earlier of the Effective Time and Closing or the termination of this Agreement in accordance with Article 8its terms, the Company and its Subsidiaries Seller shall not, nor and shall they permit any cause each of their Affiliates to, nor shall they authorize any of the officers, directors, employees, investment bankers, consultants and other agents and Affiliates of the Company and its Subsidiaries and Representatives not to, directly or indirectly, (ia) solicit, initiate, initiate or knowingly encourage, induce or take any action to solicit, initiate or knowingly facilitate encourage any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (including by way of furnishing informationb) the submission of enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal or any inquiries with respect thereto, (ii) engage in discussions or negotiations with any Person concerning other than Purchaser, (c) furnish to any Person other than Purchaser any information that Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal Proposal, or knowingly facilitate take any effort other action regarding any inquiry, expression of interest, proposal or attempt offer that constitutes, or would reasonably be expected to make an Acquisition Proposal or accept lead to, an Acquisition Proposal or (iiid) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the Knowledge of the Company, is making or considering making, or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of accept any Acquisition Proposal or enter into any request agreement, arrangement or understanding providing for nonpublic information the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to the Company or any of its Subsidiaries by any Person who, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company Seller shall, and shall cause each of its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries Representatives to, immediately cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, or negotiations with any Persons conducted prior to or on the date hereof of this Agreement with respect to any Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall, and shall cause each of its Representatives to, promptly (and in any event, no later than one Business Day following receipt of an Acquisition Proposal) notify Purchaser of any Acquisition Proposal and, to the extent within its power, to recover received by Seller or cause to be destroyed all information concerning the Company and its Subsidiaries and Representatives after the Execution Date, which notice shall include a summary of the material terms of any such Acquisition Proposal, whether conveyed verbally or in the possession of such Persons and their Affiliates, representatives and advisorswriting.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8hereof, the Company will not, and will cause its Subsidiaries shall not, nor shall they permit any of their Affiliates to, nor shall they authorize any of and the officers, directors, employees, investment bankers, attorneys, accountants, consultants and or other agents and Affiliates or advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, induce facilitate or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal or any inquiries with respect theretoProposal, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal with, or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company has reason to the Knowledge of the Company, is making or believe may be considering making, or who has made, an Acquisition Proposal, or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person whowho the Company has reason to believe may be considering making, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent informed fully informed, on a current basis, of any material changes in the status and or details (including amendments or proposed amendments) of any such Acquisition Proposal Proposal, indication or request. The Company shall, and shall cause its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to Proposal. Nothing contained in this Agreement shall prevent the extent within its power, to recover or cause to be destroyed all information concerning Board of Directors of the Company and its Subsidiaries in from complying with Rule 14d-9 or Rule 14e-2 under the possession of such Persons and their Affiliates, representatives and advisors1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, the The Company and its Subsidiaries shall not, nor and shall they not permit any of their Affiliates its Subsidiaries to, nor and shall they authorize any of the use its best efforts to ensure that its officers, directors, directors or employees, or any investment bankers, consultants and or other agents and Affiliates retained by it or any of the Company and its Subsidiaries to, directly or indirectly, (i) do not solicit, initiate, encourage, induce or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal or any inquiries with respect thereto, (ii) engage in discussions or negotiations with or furnish to any Person concerning any information with respect to an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the Knowledge of the Company, is making or considering making, or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after within 48 hours of receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the Knowledge knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and including the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company shall, and shall cause its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to the extent within its power, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries in the possession of such Persons and their Affiliatesaffiliates, representatives and advisors. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the Exchange Act with respect to any Acquisition Proposal or making any disclosure to the Company's shareholders if, in the good faith judgment of the majority of the disinterested members of the Board of Directors of the Company, failure to so disclose would be inconsistent with applicable law.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8hereof, the Company will not, and will cause its Subsidiaries shall not, nor shall they permit any of their Affiliates to, nor shall they authorize any of and the officers, directors, employees, investment bankers, attorneys, accountants, consultants and or other agents and Affiliates or advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, induce facilitate or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal or any inquiries with respect theretoProposal, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal with, or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company has reason to the Knowledge of the Company, is making or believe may be considering making, or who has made, an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. The Company will notify Parent as or Parent's outside legal counsel promptly as practicable (but in no event later than 24 36 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person whowho the Company has reason to believe may be considering making, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent informed fully informed, on a current basis, of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal Proposal, indication or requestrequest (including, without limitation, any material changes to the terms thereof). The Company shall, and shall cause its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to Proposal. Nothing contained in this Agreement shall prevent the extent within its power, to recover or cause to be destroyed all information concerning Board of Directors of the Company and its Subsidiaries in from complying with Rule 14d-9 or Rule 14e-2 under the possession of such Persons and their Affiliates, representatives and advisors1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 810, the Company and its Subsidiaries shall will not, nor shall they permit any of their Affiliates to, nor shall they authorize any of and the Company will use its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants and or other agents and Affiliates or representatives (collectively, "AGENTS") of the Company and its Subsidiaries not to, directly or indirectly, (i) solicit, initiate, encourage, induce initiate or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal or any inquiries with respect theretoProposal, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or Proposal, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the Knowledge knowledge of the Company, is making or considering making, or who has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the Knowledge knowledge of the Company, is making making, or considering making or who has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and the all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any such written communications between the Company and any Person making the Acquisition Proposal or requestProposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the directors, employees and other agents Agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to or request. Nothing contained in this Agreement shall prevent the extent within its power, to recover or cause to be destroyed all information concerning Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition Proposal or shall prevent NA and its Subsidiaries in Agents from taking any action permitted under Section 6.04 of the possession of such Persons and their Affiliates, representatives and advisorsNA Merger Agreement.

No Solicitation; Other Offers. (a) From During the date hereof until Pre-Closing Period, neither the earlier of the Effective Time Company nor any Seller will, and the termination of this Agreement in accordance with Article 8, the Company and its Subsidiaries shall not, nor shall they permit any of their each Seller will cause such Person’s respective controlled Affiliates to, nor shall they authorize any of the officers, directors, employees, investment bankers, consultants and other agents direct such Person’s representatives (including employees and Affiliates of the Company and its Subsidiaries service providers) not to, directly or indirectly, (i) solicit, initiate, facilitate, support, seek, induce, knowingly entertain or encourage, induce or knowingly facilitate take any action to solicit, initiate, facilitate, support, seek, induce, entertain or encourage any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (including ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Buyer, (iii) furnish to any Person other than Buyer any information that the Company or such Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iv) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by way of furnishing informationany Acquisition Proposal or otherwise relating to any Acquisition Proposal, (v) the submission of submit any Acquisition Proposal or any inquiries with respect thereto, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating matter related thereto to the Company or any vote of its Subsidiaries to any Person who, to the Knowledge holders of equity interests of the Company, is making (vi) amend or considering making, grant any waiver or who has made, an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of release under any Acquisition Proposal standstill or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company shall, and shall cause its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof similar agreement with respect to any Acquisition Proposal andclass of equity securities of the Company or the Blocker or (vii) resolve, propose or agree to do any of the extent within its powerforegoing. From and following the date of this Agreement, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries the Sellers further agree not to release any Persons described in the possession preceding sentence from any obligations under such non-disclosure or similar agreements without the prior written consent of such Persons Buyer. The Company and their Affiliates, each Seller shall be responsible for any breach of this Section 7.19 by any of its representatives (including employees and advisorsservice providers).

No Solicitation; Other Offers. (a) From the date hereof until the earlier acceptance for payment by Merger Subsidiary of the Effective Time and Shares tendered into the Offer or the earlier termination of this Agreement in accordance with Article 8hereof, the Company will not, and will cause its Subsidiaries shall not, nor shall they permit any of their Affiliates to, nor shall they authorize any of and the officers, directors, employees, investment bankers, attorneys, accountants, consultants and or other agents and Affiliates or advisors of the Company and its Subsidiaries to, directly or indirectly, not to (i) solicit, initiate, encourage, induce take any action (y) to solicit or knowingly facilitate (including by way z) for the primary purpose of furnishing information) initiating or encouraging the submission of any Acquisition Proposal or any inquiries with respect theretoProposal, (ii) engage in substantive discussions or negotiations with any Person concerning an Acquisition Proposal with, or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any material nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company should reasonably be expected to the Knowledge of the Company, know is making or considering making, or who has made, an Acquisition ProposalProposal or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person, in each case, for the primary purpose of making any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Offer, the Merger or any other transaction contemplated by this Agreement. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person whowho the Company should reasonably be expected to know is considering making, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal or request. The Company shall, and shall cause its Subsidiaries and the directors, employees officers and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, negotiations with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to Proposal. Nothing contained in this Agreement shall prevent the extent within its power, to recover or cause to be destroyed all information concerning Board of Directors of the Company and its Subsidiaries in from complying with Rule 14e-2 under the possession of such Persons and their Affiliates, representatives and advisors1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8hereof, the Company will not, and will cause its Subsidiaries shall not, nor shall they permit any of their Affiliates to, nor shall they authorize any of and the officers, directors, employees, investment bankers, attorneys, accountants, consultants and or other agents and Affiliates or advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, induce facilitate or knowingly facilitate (including by way of furnishing information) encourage the submission of any Acquisition Proposal or any inquiries with respect theretoProposal, (ii) except as permitted in Section 7.4(b), engage in discussions or negotiations with any Person concerning an Acquisition Proposal with, or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company has reason to the Knowledge of the Company, is making or believe may be considering making, or who has made, an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. The Company will notify Parent as or Parent's outside legal counsel promptly as practicable (but in no event later than 24 36 hours) after receipt by by, or communication to, the Company of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person whowho the Company has reason to believe may be considering making, to the Knowledge of the Company, is making or considering making or who has made, an Acquisition Proposal. The Company shall provide such notice orally and in writing and shall identify the Person making, and the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent informed of the status and details (including amendments or proposed amendments) fully informed, on a current basis, of any such Acquisition Proposal or requestmaterial changes to the terms thereof. The Company shall, and shall cause its Subsidiaries and the directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal and, to the extent within its power, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries in the possession of such Persons and their Affiliates, representatives and advisors.Company