Common use of No Solicitations Clause in Contracts

No Solicitations. (a) Xxxxx shall not, and it shall not authorize or permit either of its Subsidiaries or any of its or their officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, solicit, initiate or participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction (as defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer or from making such other disclosures to Bryan's shareholders, which, in either case, based upon the advice of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. (d) As used in this Agreement, "Potential Transaction" means any potential merger, consolidation or other business combination involving Xxxxx, or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement.

No Solicitations. (a) Xxxxx Except for discussions, negotiations and due diligence with DJ Limited ("DJL") and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XII, the Company and its Subsidiaries will not, and it shall not nor will they authorize or permit either of its Subsidiaries or any of its or their respective officers, directors, employeesaffiliates or employees or any investment banker, investment bankers, financial advisors, attorneys, accountants attorney or other agents advisor or representatives (eachrepresentative retained by any of them to, a "Representative") to directly or indirectly, (i) solicit, initiate initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any confidential person any non-public information in connection with, endorse or otherwise cooperate withwith respect to, or assist, participate in take any other action to facilitate any inquiries or facilitate (collectively, "Solicitation Activities") the making of any proposal that constitutes or offer for, or which may reasonably be expected to lead to, a Potential Transaction any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as defined below)to the existence of these provisions, by (iv) approve, endorse or recommend any person, corporation, partnership Acquisition Proposal or other entity (v) enter into any letter of intent or group, including a current shareholder of Xxxxx Common Stock similar document or a person acting on behalf of any contract agreement or who has been in contact with such a shareholder (a "Potential Acquiror")commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that to the extent nothing contained in this Agreement shall prohibit or restrict the Board of Directors of Xxxxx believesthe Company from furnishing information to or entering into discussions or negotiations with, on any person or entity that makes an unsolicited (from and after the basis date of this Agreement) Superior Offer. The Company shall provide Parent with a written opinion furnished copy of any correspondence to be delivered by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate Company in Solicitation Activities but only to the extent necessary to comply connection with such duties; Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided furtherby the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryanoffering without Parent's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer or from making such other disclosures to Bryan's shareholders, which, in either case, based upon the advice of independent legal counselconsent, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx Company and its Representatives Subsidiaries will immediately cease any and cause to be terminated any all existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential TransactionAcquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.03 by the Company. (db) As used In addition to the obligations of the Company set forth in paragraph (a) of this AgreementSection 4.03, "Potential Transaction" means the Company as promptly as practicable shall advise Parent orally and in writing of any potential merger, consolidation or other business combination involving Xxxxx, Acquisition Proposal or any acquisition in any manner request for non-public information or inquiry which the Company reasonably believes would lead to an Acquisition Proposal, the material terms and conditions of all such Acquisition Proposal, request or a substantial portion inquiry, and the identity of the equity ofperson or group making any such Acquisition Proposal, request or inquiry. The Company will keep Parent informed as promptly as practicable in all or a substantial portion material respects of the assets status of Xxxxx whether for cashany such Acquisition Proposal, securities request or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreementinquiry.

No Solicitations. (a) Xxxxx Prior to the Effective Time, the Company agrees (a) that it shall not, and it shall not authorize or permit either of cause its Subsidiaries and Representatives not to, initiate, solicit or encourage any of its inquiries or their officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, solicit, initiate or participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making or implementation of any proposal or offer for(including, or which may reasonably be expected to lead towithout limitation, a Potential Transaction (as defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer or from making such other disclosures to Bryan's shareholders, which, in either case, based upon the advice of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any proposal or offer forto its stockholders) with respect to an Alternative Proposal, or which may reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information or data to, a Potential Transaction have any discussions with, any Person or group relating to an Alternative Proposal or in connection therewith waive any provision of or amend the terms of the Company Rights Agreement; and (b) that it receives and the identity of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transactionof the foregoing; provided, however, that nothing contained in this Section 5.2 shall prohibit the Board of Directors of the Company from (i) authorizing a communication with any party that is limited to making such party aware of the provisions of this Section 5.2(a); (ii) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to the Company than the Confidentiality Agreement; provided, however, that any such confidentiality agreement shall not restrict the parties thereto from making an Alternative Proposal) or entering into discussions or negotiations with any Person or group that makes an unsolicited bona fide written Alternative Proposal, if the Special Committee determines in good faith (after consulting with reputable outside financial advisors experienced in such matters including, without limitation, the current financial advisors of the Special Committee) that the failure to take such actions would result in violation of the Board of Directors’ fiduciary duties under applicable Law; and (iii) to the extent required, taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal, or making any other disclosure to the Company’s stockholders if, in the good faith judgment of the Special Committee, after being advised by reputable outside counsel experienced in such matters (including, without limitation, DLA Piper), there is a reasonable basis to conclude that disclosure is required under applicable Law. The Company shall immediately notify Parent after: (i) receipt of an Alternative Proposal (including the terms of such Alternative Proposal and the identity of the Person making such Alternative Proposal), (ii) any request for information relating to the Company (including non-public information) or for access to the properties, books or records of the Company by any Person that has made an Alternative Proposal, or (iii) receipt of an amendment to a previously disclosed Alternative Proposal (including the terms of such amendment). The Company will keep Parent apprised of the status and details of such Alternative Proposal on a current basis. (db) As used Neither the Company nor the Board of Directors of the Company nor the Special Committee shall withdraw or modify, or propose to withdraw or modify, in any manner adverse to Parent, the approval or recommendation of this Agreement or the Merger, or, except as contemplated by Section 5.2(a)(ii) above, propose publicly to approve or recommend an Alternative Proposal unless the Board of Directors determines that a Superior Proposal has been received and that in its good faith judgment (after receipt of advice from reputable outside legal counsel experienced in such matters, including without limitation DLA Piper) that the failure to take such action would more likely than not result in a breach of the Board of Directors’ fiduciary duties under applicable Law. (c) For purposes of this Agreement, "Potential Transaction" “Alternative Proposal” means any potential written inquiry, proposal or offer from any Person relating to any merger, consolidation or other business combination involving Xxxxx, the Company or any of its Subsidiaries or any acquisition in any manner or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of all (i) 20% or a substantial portion of the equity of, or all or a substantial portion more of the assets of Xxxxx whether the Company and its Subsidiaries, if any, on a consolidated basis, or (ii) 20% or more of the outstanding Company Common Stock or the capital stock of any of its Subsidiaries. For purposes of this Agreement, “Superior Proposal” means any bona fide written Alternative Proposal (with the percentages included in the definition of Alternative Proposal replaced with 100% for cashpurposes of this definition) that the Special Committee determines (after consultation with reputable outside financial advisors and legal counsel experienced in such matters, securities or including without limitation the current financial and legal advisors to the Special Committee) in its good faith judgment, is more favorable from a financial point of view to the Company’s stockholders than the Merger (taking into account the likelihood of consummation of the proposed transaction on the terms set forth therein and all legal, financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other consideration or combination thereof other than pursuant relevant factors permitted to the transactions contemplated by this Agreementbe considered under applicable Law.

No Solicitations. (a) Xxxxx From the date hereof until the Effective Date or until this Agreement is terminated or abandoned as provided in this Agreement, no Company Entity shall notdirectly or indirectly (i) solicit or initiate discussion with, (ii) enter into negotiations or agreements with, (iii) intentionally furnish any information to, or (iv) take any other action to solicit any inquiries from, any corporation, limited liability company, partnership, Person or other entity or group (other than Purchaser, an Affiliate of Purchaser or their authorized representatives pursuant to this Agreement) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities, business combination, or other takeover or business combination transaction (including, without limitation, by way of a tender offer, foreclosure, plan of reorganization or liquidation) (an “Acquisition Proposal”) involving any Company Entity, and it the Company shall not authorize or permit either of instruct, and use all reasonable efforts to cause, its Subsidiaries or any of its or their officers, directors, employees, investment bankers, advisors and its financial advisors, attorneys, accountants or other agents or and legal representatives (each, a "Representative") to directly or indirectly, solicit, initiate or participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction (as defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure and consultants not to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only action contrary to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer or from making such other disclosures to Bryan's shareholders, which, in either case, based upon the advice of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As of the date and time foregoing provisions of this agreement Xxxxx and its Representatives will sentence. The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub Persons conducted heretofore with respect to any Potential TransactionAcquisition Proposal. (b) Notwithstanding the foregoing, (i) nothing in this Section 5.7 shall prevent the Company or the Board of Directors from taking, and disclosing to the Company’s stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer or from making such disclosure to the Company’s stockholders which, upon the advice of independent outside counsel, is required under applicable Law (provided that neither the Company nor its Board of Directors may recommend any Acquisition Proposal except to the extent contemplated by Section 8.1(f) and any withdrawal, modification or change in a manner adverse to Purchaser its recommendation to the stockholders of the Company to approve this Agreement and the Merger will provide Purchaser with the right to terminate this Agreement as set forth in Section 8.1(g)) and (ii) the Company may prior to adoption of this Agreement by the Company’s stockholders in accordance with this Agreement, directly or indirectly, provide access and furnish information concerning its business, properties or assets to any Person or group pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such entity or group if (w) such entity or group has submitted an unsolicited bona fide written proposal to the Board of Directors of the Company relating to any such transaction, (x) such proposal provides for the acquisition for cash or marketable securities of all of the outstanding shares of Company Common Stock and at such time the Company is not in breach of this Section 5.7, (y) the Board of Directors of the Company determines in good faith, after consultation with its independent financial advisor, that such proposal is financially superior to the Merger and fully financed or reasonably capable of being financed, and (z) the Board of Directors of the Company determines in good faith, after consultation with independent legal counsel, that the failure to provide such information or access or to engage in such discussions or negotiations would violate their fiduciary duties to the Company’s stockholders under applicable Law. A proposal meeting all of the criteria in clause (ii) of the preceding sentence is referred to herein as a “Superior Proposal.” (c) The Company will notify Purchaser promptly if the Company becomes aware that any inquiries or proposals are received by, any information is requested from or any negotiations or discussions are sought to be initiated with, the Company with respect to an Acquisition Proposal, and the Company shall promptly deliver to Purchaser any written inquiries or proposals received by the Company relating to an Acquisition Proposal. Each time, if any, that the Board of Directors of the Company determines, upon advice of such legal counsel and in the exercise of its good faith judgment as to its fiduciary duties to stockholders, that it must enter into negotiations with, or furnish any information to, any Person or group (other than Purchaser, an Affiliate of Purchaser or their authorized representatives) concerning any Acquisition Proposal, the Company will give Purchaser prompt notice of such determination. (d) As used The parties hereto agree that the remedy at law for any breach of the requirements of this Section 5.7 will be inadequate and that any breach would cause such immediate and permanent damage as would be impossible to ascertain, and therefore, the parties hereto agree and consent that in the event of any breach of this Section 5.7, in addition to any and all other legal and equitable remedies available for such breach pursuant to this Agreement, "Potential Transaction" means any potential mergerthe non-breaching parties shall be entitled to obtain preliminary or permanent injuctive relief without the necessity of proving actual damage by reason of such breach and, consolidation or other business combination involving Xxxxx, or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreementextent permissible under applicable Law, a temporary restraining order may be granted immediately on commencement of such action.

No Solicitations. (a) Xxxxx shall From and after the date hereof, KCPL will not, and it shall will not authorize or permit either of its Subsidiaries or any of its or their officersRepresentatives to, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, solicit, initiate or participate in encourage (including by way of furnishing information) or take any negotiations regarding, furnish other action to facilitate knowingly any confidential information in connection with, endorse inquiries or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal which constitutes or offer for, or which may reasonably be expected to lead to, a Potential Transaction to an Acquisition Proposal (as defined below), by herein) from any person, corporation, partnership or other entity engage in any discussion or group, including a current shareholder of Xxxxx Common Stock negotiations relating thereto or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror")accept any Acquisition Proposal; provided, however, that notwithstanding any other provision hereof, KCPL may (i) at any time prior to the time KCPL's shareholders shall have voted to approve this Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors after consultation with its financial advisors) and (y) KCPL's Board of Xxxxx believesDirectors shall conclude in good faith, after considering applicable provisions of state law, on the basis of a oral or written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach advice of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, outside counsel that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's action is necessary for the KCPL Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from taking and disclosing such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to Bryan's shareholders a position contemplated by such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14D-9 and 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any tender offer such inquiries, offers or from making such other disclosures to Bryan's shareholdersproposals (including, which, in either case, based upon the advice of independent legal counselwithout limitation, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any such proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx person making it), within 24 hours of the receipt thereof, shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As Western Resources informed of the date status and time details of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activitiessuch inquiry, discussions offer or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. (d) As used in this Agreement, "Potential Transaction" means any potential merger, consolidation or other business combination involving Xxxxx, or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement.proposal,

No Solicitations. (a) Xxxxx shall notFrom the date hereof until the earlier of the termination of this Agreement and the Closing, each Seller and the Company shall, and it shall not authorize or permit either cause the other Combined Companies and each of its Subsidiaries or any of its or their respective directors, officers, directorspartners, members, managers, trustees, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, solicit, initiate or participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, or assist, participate in or facilitate and advisors (collectively, "Solicitation Activities") the making of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction (as defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its “Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer or from making such other disclosures to Bryan's shareholders, which, in either case, based upon the advice of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (bSellers”) Xxxxx shall promptly inform Buyer, in writing, of the material terms to cease any and conditions of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties Person other than Xxxxxxx Purchaser with respect to, and Merger Sub conducted heretofore to deal exclusively with Purchaser and its designated Affiliates and representatives regarding, any Acquisition Proposal and, without the prior consent of Purchaser, the Sellers and the Company shall not, and shall cause the other Combined Companies and the Representatives of the Sellers not to: (i) solicit, initiate or otherwise engage in any negotiations, discussions or other communications with any other Person relating to any Acquisition Proposal; (ii) provide or furnish information or documentation to any other Person with respect to the Combined Companies or any Potential Transactionof their respective businesses or assets in respect of any Acquisition Proposal, except as required to operate in the ordinary course of business; or (iii) enter into any negotiation of a Contract with any other Person in respect of any Acquisition Proposal. (db) As used in If, after the date of this Agreement, "Potential Transaction" means any potential mergerSeller or the Company receives an Acquisition Proposal or any request for nonpublic information or any inquiry that would reasonably be expected to lead to any Acquisition Proposal, consolidation or other business combination involving Xxxxxthen, as promptly as practicable (and in any event within forty-eight (48) hours) after receipt of such Acquisition Proposal, request for nonpublic information, or inquiry that would reasonably be expected to lead to any acquisition in any manner of all Acquisition Proposal, the Company shall (i) provide Purchaser with notice that it has received an Acquisition Proposal or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether request for cash, securities or any other consideration or combination thereof other than pursuant nonpublic information and (ii) respond to the transactions contemplated by this Agreementproposing party that it is unable to consider the Acquisition Proposal or respond to the request for nonpublic information.

No Solicitations. Subject to Section 10 hereof, each Principal Stockholder, in such Principal Stockholder's capacity as a beneficial owner of Shares and New Shares (as defined in Section 7 hereof), agrees that such Principal Stockholder shall not, nor shall such Principal Stockholder permit any Person "controlling" it or under its "control" (as such term is used in the Exchange Act) to, (a) Xxxxx shall not, and it shall not authorize or permit either of its Subsidiaries or any of its or their officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, indirectly solicit, initiate, propose or take any other action to facilitate any Takeover Proposal, (b) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal (including any letter of intent or agreement in principle), (c) initiate or participate in any way in any negotiations regardingor discussions regarding a Takeover Proposal, (d) furnish or disclose to any confidential Third Party any information in connection with, endorse or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal or offer forwith respect to, or which may would be reasonably be expected to lead to, any Takeover Proposal, (e) solicit proxies or become a Potential Transaction "participant" in or otherwise assist a "solicitation" (as such terms are defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated Regulation 14A under the Exchange Act Act) that would reasonably be expected to compete with, or would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction (including with respect to any tender offer Takeover Proposal or from making such other disclosures to Bryan's shareholdersany action related thereto), which, (f) otherwise encourage or assist any Person in either case, based upon the advice of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. taking or planning any action (bincluding any Takeover Proposal or any action related thereto) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any proposal or offer for, or which may would reasonably be expected to lead tocompete with or otherwise would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction, (g) directly or indirectly encourage, initiate or cooperate in a Potential Transaction that it receives and the identity stockholders' vote or action by written consent of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer Company's stockholders that would reasonably be expected to compete with copies of all correspondence from or would reasonably be expected to Xxxxx and interfere with, delay, discourage, adversely affect or inhibit the Potential Acquirertimely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction (including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. Takeover Proposal or any action related thereto) or (dh) As become a member of a "group" (as such term is used in this Agreement, "Potential Transaction" means Section 13(d) of the Exchange Act) with respect to any potential merger, consolidation or other business combination involving Xxxxxvoting securities of the Company for any purpose that would reasonably be expected to compete with, or any acquisition in any manner of all would reasonably be expected to interfere with, delay, discourage, adversely affect or a substantial portion inhibit the timely consummation of the equity Transaction or would reasonably be expected to result in the abandonment or termination of, or all failure to consummate the Transaction (including with respect to any Takeover Proposal or a substantial portion any action related thereto). Each of the assets Principal Stockholders shall be liable for any breach of Xxxxx whether for cash, securities this Section 5 by any Person controlling it or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreementunder its control.

No Solicitations. (a) Xxxxx shall notThe Company represents and warrants that it has terminated, and it shall not authorize or permit either of has caused its Subsidiaries or any of its or subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants and other advisors or representatives to terminate, any activities, discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. From the date hereof until the termination hereof and except as permitted by the following provisions of this Section 7.1, the Company shall not, and shall not authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other agents advisor or representatives (eachRepresentative retained by it to, a "Representative") to directly or indirectly, (i) solicit, initiate or participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate withencourage (including by way of furnishing non-public information), or assisttake any other action to facilitate, participate in any inquiries or facilitate (collectively, "Solicitation Activities") the making of any proposal that constitutes an Acquisition Proposal or offer forany inquiries or making of any proposal that constitutes, or which may reasonably be expected to lead to, a Potential Transaction an Acquisition Proposal, or (as defined below)ii) participate in any activities, by any person, corporation, partnership discussions or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror")negotiations regarding an Acquisition Proposal; provided, however, that subject to compliance by the extent Company with the provisions -------- ------- of Section 7.1(b), the Company Board of Directors of Xxxxx believesmay furnish information to, on the basis of a or enter into discussions or negotiations with, any person that makes an unsolicited written opinion furnished by independent legal counselAcquisition Proposal if, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent that (A) the Company Board, after consultation with its outside legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Company's stockholders under applicable law, (B) such duties; provided furtherAcquisition Proposal is not subject to any financing contingencies or is, howeverin the good faith judgment of the Company Board after consultation with a nationally recognized financial advisor, reasonably capable of being financed, and is at least as likely to be consummated as is the Merger, (C) the Company Board determines in good faith that such participation Acquisition Proposal, based upon such matters as it deems relevant (including consultation with a nationally recognized financial advisor) would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal being referred to herein as a "Superior Proposal"), (D) the Company receives from such ----------------- person an executed confidentiality agreement in reasonably customary form and (E) at least three (3) business days prior to taking such action, the Company shall only be provide written notice to Parent to the effect that it is taking such action. (b) Prior to providing any information to or entering into discussions with any person in compliance connection with an Acquisition Proposal by a person as set forth in Section 5.02(b7.1(a); , the Company shall notify Parent orally and in writing of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) or any inquiries indicating that any person is considering making or wishes to make an Acquisition Proposal, as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a prompt basis of (x) any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information delivered to such person that amends or supplements the Acquisition Proposal and that has not previously been provided furtherto Parent, howeverand (y) any request by any person for nonpublic information relating to its or any Company Subsidiaries' properties, that nothing herein shall books or records. (c) The Company Board will not withdraw or modify, or propose to withdraw or modify, in any event prevent Bryan's Board manner adverse to Parent, its approval or recommendation of Directors this Agreement or the Merger except in connection with a Superior Proposal and then only upon or after the termination of this Agreement pursuant to Section 10.1(c) and payment to Parent of the amounts referred to in Section 10.2(b). (d) Nothing contained in this Section 7.1 shall prohibit the Company from at any time taking and disclosing to Bryan's shareholders its stockholders a position contemplated by Rule 14D-9 and 14d-9 or Rule 14e-2 promulgated under the Exchange Act with respect to or making any tender offer or from making such other disclosures to Bryan's shareholders, which, in either case, based upon disclosure required by Rule 14a-9 promulgated under the advice of independent legal counselExchange Act if, the Company Board determines, in its good faith reasonable judgment determines is required by the fiduciary duties of the Board of Directors after consultation with outside legal counsel, that failure to so disclose would be inconsistent with its obligations under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. (de) As used in this Agreement, the term "Potential TransactionAcquisition Proposal" means shall -------------------- mean any potential proposed or actual (i) merger, consolidation or similar transaction involving the Company, (ii) sale, lease, exchange, mortgage, pledge, transfer or other business combination involving Xxxxxdisposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets of the Company or the Company Subsidiaries representing 15% or more of the consolidated assets of 38 the Company and the Company Subsidiaries, (iii) issue, sale or other disposition by the Company of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 15% or more of the votes associated with the outstanding securities of the Company, (iv) tender offer or exchange offer in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, or any acquisition "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the outstanding shares of Company Common Stock, (v) recapitalization, restructuring, liquidation, dissolution, or other similar type of transaction with respect to the Company, (vi) transaction which is similar in form, substance or purpose to any of the foregoing transactions or (vii) any public announcement of a proposal or plan to do any of the foregoing (including, without limitation, the filing of a registration statement under the Securities Act) or any agreement to engage in any manner of all or a substantial portion of the equity offoregoing; provided, or all or a substantial portion of however, that the assets of Xxxxx whether for cash, securities or any term "Acquisition Proposal" -------- ------- shall not include the Merger and the other consideration or combination thereof other than pursuant to the transactions contemplated by this AgreementTransactions.

No Solicitations. (a) Xxxxx From and after the date hereof, each party hereto shall not, and it shall cause its subsidiaries not to, and shall not authorize or permit either of its Subsidiaries or any of its or their officersRepresentatives to, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, solicitinitiate, initiate solicit or participate in encourage (including by way of furnishing information) or take any negotiations regarding, furnish other action to facilitate knowingly any confidential information in connection with, endorse inquiries or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any offer or proposal which constitutes or offer for, or which may is reasonably be expected likely to lead to, a Potential Transaction any Business Combination (as defined below), by or, in the event of an unsolicited Business Combination proposal, engage in negotiations or provide any person, corporation, partnership information or other entity or group, including a current shareholder of Xxxxx Common Stock or a data to any person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror")relating to any Business Combination; provided, however, that notwithstanding any other provision hereof Sierra Pacific or Nevada Power may, at any time prior to the time at which the Sierra Pacific Stockholders' Approval, in the case of Sierra Pacific, or the Nevada Power Stockholders' Approval, in the case of Nevada Power, has been obtained, (i) engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) seeks to initiate such discussions or negotiations, furnish such third party information concerning itself and its business, properties and assets and accept a Business Combination proposal from such third party if, and only to the extent that, (A)(x) such third party shall first have made an unsolicited Business Combination proposal to Sierra Pacific or Nevada Power, as the case may be, that the Sierra Pacific Board of Directors or the Nevada Power Board of Directors, as the case may be, reasonably believes in good faith, after consultation with its financial advisors, may be more favorable to the stockholders of such party than the Mergers and (y) the Board of Directors of Xxxxx believesSierra Pacific or Nevada Power, on as the basis of a written opinion furnished by independent legal case may be, shall have determined in good faith, after consultation with its financial advisors and outside counsel, that the failure failing to take any such actions would constitute action could reasonably be expected to be a breach of applicable its fiduciary duties of under applicable law and (B) prior to furnishing such Board of Directorsinformation to, then Xxxxx and its Representatives entering into negotiations with or accepting the Business Combination proposal from, such third party, Sierra Pacific or Nevada Power, as the case may participate in Solicitation Activities but only be, (x) provides prompt notice to Sierra Pacific or Nevada Power, as the case may be, to the extent necessary effect that it is furnishing information to or entering into discussions or negotiations with such third party and (y) receives from such third party an executed confidentiality agreement in reasonably customary form on terms not materially more favorable to such third party than the terms contained in the Confidentiality Agreement, and, prior to accepting the Business Combination proposal from such third party, terminates this Agreement pursuant to Section 9.1(e) or by Section 9.1(f), as applicable and (ii) comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to Act. Each party hereto shall notify the other party orally and in writing of any tender offer such inquiries, offers or from making such other disclosures to Bryan's shareholdersproposals (including, which, in either case, based upon the advice of independent legal counselwithout limitation, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any such proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx person making it), within 24 hours of the receipt thereof, shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As other party informed of the date status and time details of this any such inquiry, offer or proposal, and shall give the other party five day's advance notice of any agreement Xxxxx and its Representatives will to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. Each party hereto shall immediately cease and cause to be terminated any all existing activitiesdiscussions and negotiations, discussions or negotiations if any, with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. (d) Business Combination. As used in this AgreementSection 7.12, "Potential TransactionBusiness Combination" means shall mean any potential tender or exchange offer, proposal for a merger, consolidation or other business combination involving Xxxxxany party to this Agreement or any of its subsidiaries, or any acquisition proposal or offer (in each case, whether or not in writing and whether or not delivered to the stockholders of a party generally) to acquire in any manner of all manner, directly or indirectly, a substantial portion of the equity of, or all interest in or a substantial portion of the assets of Xxxxx whether for cash, securities any party to this Agreement or any other consideration or combination thereof of its subsidiaries, other than pursuant to the transactions contemplated by this AgreementAgreement or any spinoff or similar transaction.

No Solicitations. (a) Xxxxx shall From and after the date hereof, Seller, without the prior written consent of Buyer, will not, and it shall will not authorize or permit either any of its Subsidiaries or any of its or their Subsidiaries' officers, employees, directors, employees, investment bankers, financial advisors, attorneys, accountants stockholders or other agents or representatives (eachto, a "Representative") to directly or indirectly, solicit, initiate or participate in encourage (including by way of furnishing information) or take any negotiations regarding, furnish other action to facilitate knowingly any confidential information in connection with, endorse inquiries or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal that constitutes or offer for, or which may could be reasonably be expected to lead toto an Alternative Proposal from any Person, or engage in any discussions or negotiations relating thereto or accept any Alternative Proposal or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal; PROVIDED, HOWEVER, that notwithstanding any other provision hereof, Seller may (a) at any time prior to the xxxx Xxxxxx'x stockholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a Potential Transaction third party who (as defined below)without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with Seller or any personof its Subsidiaries or any officer, corporationemployee, partnership director, stockholder or other entity representative of Seller or groupany of its Subsidiaries after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Entertainment Companies if, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that and only to the extent that, (i) (x) such third party has first made, after the date hereof, an Alternative Proposal in writing the terms of which reflect a superior transaction than the transactions contemplated by this Agreement and has demonstrated that the funds necessary for the Alternative Proposal are reasonably likely to be available (as determined in good faith in each case by Seller's Board of Directors after consultation with its financial advisors) and (y) Seller's Board of Xxxxx believesDirectors shall have determined in good faith, on the basis of a written opinion furnished by independent legal counseladvice of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx or other outside counsel of similar stature, that such action is necessary for the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary Directors to comply with its fiduciary duties to stockholders under Applicable Law and (ii) prior to furnishing information to or entering into discussions or negotiations with such duties; provided furtherPerson, however, that Seller receives from such participation shall only be Person an executed confidentiality agreement in compliance with reasonably customary form and containing terms not in the aggregate materially more favorable to such Person than the terms contained in Section 5.02(b); provided further, however, that nothing herein shall 6.02 or in any event prevent Bryan's Board confidentiality agreement previously executed by Seller and Buyer or any of Directors from taking and disclosing to Bryan's shareholders a position contemplated by its Subsidiaries; or (b) comply with Rule 14D-9 and 14e-2 promulgated under the Securities and Exchange Act of 1934 with regard to a tender or exchange offer. Seller shall immediately cease and terminate any existing solicitation, initiation, engagement, activity, discussion or negotiation with any Persons conducted heretofore by Seller or any officer, employee, director, stockholder or other representative of Seller or any of its Subsidiaries with respect to the foregoing. Seller shall not release any tender offer third party from, or from making such other disclosures waive any provision of, any standstill agreement to Bryan's shareholderswhich it is a party or any confidentiality agreement between it and another Person who has made, whichor who may reasonably be considered likely to make, an Alternative Proposal, unless its Board of Directors shall determine in either casegood faith, based upon on the basis of the advice of independent legal counselXxxx, the Board in its good faith judgment determines Weiss, Rifkind, Xxxxxxx & Xxxxxxxx or other outside counsel of similar stature, that such action is required by the fiduciary duties of necessary for the Board of Directors to comply with its fiduciary duties to stockholders under applicable law. Applicable Law. Seller shall notify Buyer orally and in writing of any such inquiries (b) Xxxxx shall promptly inform Buyerthat are or appear to be serious or legitimate), in writing, of offers or proposals (including the material terms and conditions of any proposal such offer or offer forproposal, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror Person making it and Xxxxx a copy of any written Alternative Proposal), as promptly as practicable and in any event within forty-eight (48) hours after the receipt thereof, shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As informed of the date status and time details of this any such inquiry, offer or proposal, and shall give Buyer five (5) days advance written notice of any agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. (d) As used in this Agreement, "Potential Transaction" means any potential merger, consolidation or other business combination involving Xxxxxentered into with, or any acquisition in information to be supplied to, any manner of all Person making such inquiry, offer or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreementproposal.

No Solicitations. Subject to Section 10 hereof, each Principal Stockholder, in such Principal Stockholder’s capacity as a beneficial owner of Shares and New Shares (as defined in Section 7 hereof), agrees that such Principal Stockholder shall not, nor shall such Principal Stockholder permit any Person “controlling” it or under its “control” (as such term is used in the Exchange Act) to, (a) Xxxxx shall not, and it shall not authorize or permit either of its Subsidiaries or any of its or their officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, indirectly solicit, initiate, propose or take any other action to facilitate any Takeover Proposal, (b) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal (including any letter of intent or agreement in principle), (c) initiate or participate in any way in any negotiations regardingor discussions regarding a Takeover Proposal, (d) furnish or disclose to any confidential Third Party any information in connection with, endorse or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal or offer forwith respect to, or which may would be reasonably be expected to lead to, any Takeover Proposal, (e) solicit proxies or become a Potential Transaction “participant” in or otherwise assist a “solicitation” (as such terms are defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated Regulation 14A under the Exchange Act Act) that would reasonably be expected to compete with, or would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction (including with respect to any tender offer Takeover Proposal or from making such other disclosures to Bryan's shareholdersany action related thereto), which, (f) otherwise encourage or assist any Person in either case, based upon the advice of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. taking or planning any action (bincluding any Takeover Proposal or any action related thereto) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any proposal or offer for, or which may would reasonably be expected to lead tocompete with or otherwise would reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the timely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction, (g) directly or indirectly encourage, initiate or cooperate in a Potential Transaction that it receives and the identity stockholders’ vote or action by written consent of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer Company’s stockholders that would reasonably be expected to compete with copies of all correspondence from or would reasonably be expected to Xxxxx and interfere with, delay, discourage, adversely affect or inhibit the Potential Acquirertimely consummation of, the Transaction or would reasonably be expected to result in the abandonment or termination of, or failure to consummate, the Transaction (including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. Takeover Proposal or any action related thereto) or (dh) As become a member of a “group” (as such term is used in this Agreement, "Potential Transaction" means Section 13(d) of the Exchange Act) with respect to any potential merger, consolidation or other business combination involving Xxxxxvoting securities of the Company for any purpose that would reasonably be expected to compete with, or any acquisition in any manner of all would reasonably be expected to interfere with, delay, discourage, adversely affect or a substantial portion inhibit the timely consummation of the equity Transaction or would reasonably be expected to result in the abandonment or termination of, or all failure to consummate the Transaction (including with respect to any Takeover Proposal or a substantial portion any action related thereto). Each of the assets Principal Stockholders shall be liable for any breach of Xxxxx whether for cash, securities this Section 5 by any Person controlling it or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreementunder its control.

No Solicitations. (a) Xxxxx shall notThe Company represents and warrants that it has terminated, and it shall not authorize or permit either of has caused its Subsidiaries or any of its or subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or and other agents advisors or representatives (eachto terminate, a "Representative") to directly any activities, discussions or indirectly, solicit, initiate or participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate withrelating to, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal or offer for, or which that may be reasonably be expected to lead to, a Potential Transaction any Acquisition Proposal (as defined belowhereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. From the date hereof until the termination hereof and except as permitted by the following provisions of this Section 7.1, the Company shall not, and shall not authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor or Representative retained by it to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directorsother action to facilitate, then Xxxxx and its Representatives may participate in Solicitation Activities but only to any inquiries or the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer or from making such other disclosures to Bryan's shareholders, which, in either case, based upon the advice of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any proposal that constitutes an Acquisition Proposal or offer forany inquiries or making of any proposal that constitutes, or which may 37 44 reasonably be expected to lead to, an Acquisition Proposal, or (ii) participate in any activities, discussions or negotiations regarding an Acquisition Proposal; provided, however, that subject to compliance by the Company with the provisions of Section 7.1(b), the Company Board may furnish information to, or enter into discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal if, and only to the extent that (A) the Company Board, after consultation with its outside legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Company's stockholders under applicable law, (B) such Acquisition Proposal is not subject to any financing contingencies or is, in the good faith judgment of the Company Board after consultation with a Potential Transaction nationally recognized financial advisor, reasonably capable of being financed, and is at least as likely to be consummated as is the Merger, (C) the Company Board determines in good faith that such Acquisition Proposal, based upon such matters as it deems relevant (including consultation with a nationally recognized financial advisor) would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal being referred to herein as a "Superior Proposal"), (D) the Company receives from such person an executed confidentiality agreement in reasonably customary form and (E) at least three (3) business days prior to taking such action, the Company shall provide written notice to Parent to the effect that it receives is taking such action. (b) Prior to providing any information to or entering into discussions with any person in connection with an Acquisition Proposal by a person as set forth in Section 7.1(a), the Company shall notify Parent orally and in writing of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the Potential Acquiror person making it) or any inquiries indicating that any person is considering making or wishes to make an Acquisition Proposal, as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and Xxxxx shall keep Buyer fully apprised provide Parent with a copy of all developments regarding any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a prompt basis of (x) any material changes to the terms and conditions of such Potential Transaction. Such full apprising Acquisition Proposal, and shall promptly give Parent a copy of all developments shall include providing Buyer with copies of all correspondence from any information delivered to such person that amends or supplements the Acquisition Proposal and that has not previously been provided to Xxxxx Parent, and the Potential Acquirer(y) any request by any person for nonpublic information relating to its or any Company Subsidiaries' properties, including all attachments and enclosuresbooks or records. (c) As The Company Board will not withdraw or modify, or propose to withdraw or modify, in any manner adverse to Parent, its approval or recommendation of this Agreement or the Merger except in connection with a Superior Proposal and then only upon or after the termination of this Agreement pursuant to Section 10.1(c) and payment to Parent of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause amounts referred to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transactionin Section 10.2(b). (d) Nothing contained in this Section 7.1 shall prohibit the Company from at any time taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or making any disclosure required by Rule 14a-9 promulgated under the Exchange Act if, the Company Board determines, in its good faith reasonable judgment after consultation with outside legal counsel, that failure to so disclose would be inconsistent with its obligations under applicable law. (e) As used in this Agreement, the term "Potential TransactionAcquisition Proposal" means shall mean any potential proposed or actual (i) merger, consolidation or similar transaction involving the Company, (ii) sale, lease, exchange, mortgage, pledge, transfer or other business combination involving Xxxxxdisposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any assets of the Company or the Company Subsidiaries representing 15% or more of the consolidated assets of the Company and the Company Subsidiaries, (iii) issue, sale or other disposition by the Company of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 15% or more of the votes associated with the outstanding securities of the Company, (iv) tender offer or exchange offer in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, or any acquisition "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the outstanding shares of Company Common Stock, (v) recapitalization, restructuring, liquidation, dissolution, or other similar type of transaction with respect to the Company, (vi) transaction which is similar in form, substance or purpose to any of the foregoing transactions or (vii) any public announcement of a proposal or plan to do any of the foregoing (including, without limitation, the filing of a registration statement under the Securities Act) or any agreement to engage in any manner of all or a substantial portion of the equity offoregoing; provided, or all or a substantial portion of however, that the assets of Xxxxx whether for cash, securities or any term "Acquisition Proposal" shall not include the Merger and the other consideration or combination thereof other than pursuant to the transactions contemplated by this AgreementTransactions.

No Solicitations. (a) Xxxxx shall MicroLegend will not, and prior to the consummation of the transactions contemplated by this Agreement or the termination of this Agreement, whichever occurs first, nor will it shall not permit any of its Subsidiaries to, nor will it authorize or permit either any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or by any of its Subsidiaries to, initiate, solicit, encourage (by way of furnishing non-public information or otherwise), negotiate or take any other action to facilitate any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or offer to acquire all or any substantial part of the business or assets of MicroLegend and its Subsidiaries, or a controlling portion of the capital stock of MicroLegend, whether by merger, consolidation, amalgamation, purchase of assets, tender offer, exchange offer or otherwise, whether for cash, securities or any other consideration or combination thereof (any such transaction being called an "Acquisition Transaction"), nor entertain, agree to, endorse, participate in any discussions or negotiations or recommend any Acquisition Transaction, unless PTI has terminated this Agreement for any reason or unless MicroLegend has terminated their Agreement in accordance with the term hereof. In the event that MicroLegend, any of its Subsidiaries or any of its or their officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents representatives receives any inquiries, proposals or representatives (eachoffers as contemplated by this Section 6.7, a "Representative") MicroLegend will promptly inform PTI as to directly or indirectlythat fact and furnish to PTI the specifics thereof. In the event that MicroLegend breaches its promise contained in this Section 6.7, solicitPTI may terminate this Agreement and, initiate or participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction (as defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directorsif it does so, then Xxxxx at PTI's request MicroLegend shall immediately pay to PTI a cancellation fee of $150,000 plus an amount equal to its out-of-pocket expenses (including legal, accounting and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking investment banking fees and disclosing to Bryan's shareholders a position contemplated expenses) incurred by Rule 14D-9 and 14e-2 promulgated under the Exchange Act PTI with respect to any tender offer or from making such other disclosures to Bryanthe Acquisition ("Expenses"), which Cancellation Fee and Expenses shall be PTI's shareholders, which, in either case, based upon the advice sole remedy for a breach by MicroLegend of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives this Section 6.7 and the identity aggregate potential liability of the Potential Acquiror and Xxxxx MicroLegend for any such breach shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosuresbe so limited. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. (d) As used in this Agreement, "Potential Transaction" means any potential merger, consolidation or other business combination involving Xxxxx, or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement.

No Solicitations. (a) Xxxxx shall not, and it The Company shall not authorize or permit either of and shall cause its Subsidiaries or any of its or their officersnot to, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, solicitthrough any officer, director, affiliate, employee, agent, financial advisor, representative or otherwise, (a) solicit or initiate or any inquiries with respect to the submission of any Acquisition Proposal (as defined below), (b) participate in any discussions or negotiations regarding, or furnish to any confidential Person any information in connection withwith respect to, endorse or otherwise cooperate in any way with, or assistknowingly assist or participate in, participate facilitate or encourage, any effort or attempt by any Person to make an inquiry in respect of or facilitate (collectively, "Solicitation Activities") the making of make any proposal or offer forthat constitutes, or which may be reasonably be expected to lead to, a Potential Transaction any Acquisition Proposal or (as defined below), by c) enter into any person, corporation, partnership agreement or other entity agreement in principle providing for or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror")relating to an Acquisition Proposal; provided, however, that to (i) nothing contained in this Section 4.2 or any other provision of this Agreement shall prohibit the extent Company or the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's the Company shareholders a position contemplated by pursuant to Rule 14D-9 and 14d-9 or Rule 14e-2 promulgated under the Exchange Act Act, a position with respect to a tender or exchange offer by a third party and (ii) the Company may, prior to the approval by the Company shareholders of the Merger, in response to an unsolicited bona fide written proposal received on or after the date of this Agreement (and not withdrawn), with respect to an Acquisition Proposal from a third party, which did not result from a breach of this Section 4.2, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party only if, and only to the extent that (A) the Board of Directors, after consultation with and taking into account the advice of its financial advisors and outside legal counsel, determines in good faith that the Board of Directors would breach its fiduciary duties to shareholders under applicable law without taking such action, (B) prior to taking such action, the Company receives from such Person an executed confidentiality agreement having terms no more favorable than the Confidentiality Agreement, (C) the Board of Directors, after consultation with and taking into account the advice of its financial advisors and legal counsel, determines in good faith that such proposal would, if accepted, be reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and (D) the proposal would, if consummated, result in a transaction that provides a higher per share price to its shareholders, from a financial point of view, than the transactions contemplated by this Agreement and for which financing, to the extent required, is then represented by bona fide commitment letters (such more favorable Acquisition Proposal hereinafter referred to as a “Superior Proposal”; provided, that, for purposes of the definition of Superior Proposal, the term Acquisition Proposal shall have the meaning assigned below, except that references to “15% or more” shall be deemed to be references to “50% or more”). The Company shall and shall cause its Subsidiaries and their respective officers, directors, affiliates, employees, agents, financial advisors and representatives to immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any tender offer of the foregoing. The Company shall and shall cause its Subsidiaries to immediately notify Holdings and Merger Sub if any proposals are received by, any information is requested from, or from making such other disclosures any negotiations or discussions are sought to Bryan's shareholders, whichbe initiated or continued with the Company or any of its Subsidiaries, in either caseeach case in connection with any Acquisition Proposal. Each notice shall contain the name of any Person making any such proposal, based upon the advice of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, requesting such information or seeking such negotiations or discussions and a summary of the material terms and conditions of any proposal proposals or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives offers and thereafter the identity of the Potential Acquiror and Xxxxx Company shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx Holdings and Merger Sub conducted informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 4.2 of the obligations undertaken in this Section 4.2 and in the Confidentiality Agreement. The Co mpany will promptly provide to Holdings and Merger Sub any information concerning the Company and its Subsidiaries provided to any other Person in connection with an Acquisition Proposal which was not previously delivered to Holdings and Merger Sub. The Company shall and shall cause its Subsidiaries to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries to promptly return or destroy all written confidential information heretofore furnished to such Person (whether then in the possession of such Person or its advisors or representatives) by or on behalf of the Company or any of its Subsidiaries. The Company agrees not to release any third party from or waive any provisions of confidentiality in any confidentiality agreement to which the Company is a party or by which it is bound. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 4.2 by any officer, director, affiliate, employee, agent, financial advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.2. For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal, offer or indication of interest from any Person (other than by or on behalf of Merger Sub or Holdings) relating to any direct or indirect acquisition or purchase (including any single or multiple-step transaction) of a business or assets of the Company or its Subsidiaries that generates 15% or more of the net revenues or net income, or constitutes 15% or more of the assets (as determined with respect to the financial statements contained in the most recent SEC Report and filed prior to such determination) of the Company or any Potential Transaction. of its significant Subsidiaries (das defined in Rule 1-02(w) As used of Regulation S-X promulgated under the Exchange Act) (a “Significant Subsidiary”), or 15% or more beneficial ownership (as determined pursuant to Rule 13d-3 under the Exchange Act) of any class of equity securities of the Company or any of its Significant Subsidiaries, any tender offer or exchange offer that if consummated would result in this Agreement, "Potential Transaction" means any potential Person beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) 15% or more of any class of equity securities of the Company or any of its Significant Subsidiaries or any merger, consolidation consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other business combination similar transaction involving Xxxxx, the Company or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreementits Significant Subsidiaries.

No Solicitations. (a) Xxxxx The Company shall not, and it shall not authorize or permit either of cause its Subsidiaries or not to, permit any of its or their officersrepresentatives to, directorsand shall use its best efforts to cause such persons not to, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, solicitinitiate, initiate solicit or participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate withencourage, or assist, participate in or take any action to facilitate (collectively, "Solicitation Activities") the making of any inquiry, offer or proposal that constitutes or offer for, or which may reasonably be expected in reasonable probability will lead to lead to, a Potential Transaction (as defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believes, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated under the Exchange Act Takeover Proposal with respect to any tender offer or from making such other disclosures to Bryan's shareholders, which, in either case, based upon the advice of independent legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable lawCompany. (b) Xxxxx The Company shall promptly inform Buyernotify Parent orally and in writing of any such inquiries, in writingoffers or Takeover Proposals (including, of without limitation, the material terms and conditions of any such proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised person making it) within one business day of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosuresreceipt thereof. (c) As of the date and time of this agreement Xxxxx and its Representatives will The Company shall immediately cease and cause to be terminated any all existing activities, discussions or negotiations and negotiations, if any, with any parties other than Xxxxxxx and Merger Sub persons conducted heretofore with respect to any Potential TransactionTakeover Proposal regarding the Company, and inform such other persons of its obligation in this Section 8.10. (d) As used Notwithstanding anything in this AgreementSection 8.10 to the contrary: (i) The Company may, "Potential Transaction" means any potential merger, consolidation or other business combination involving Xxxxx, or any acquisition in any manner of all or a substantial portion prior to the vote of the equity of, or all or a substantial portion shareholders of the assets Company for approval of Xxxxx whether for cashthe Merger (and not thereafter if the Merger is approved thereby) in response to an unsolicited request therefor, securities furnish information, including non-public information, to any person or any other consideration or combination thereof other than "group" (within the meaning of Section 13(d)(3) of the Exchange Act) pursuant to a confidentiality agreement on substantially the transactions same terms as provided in the Confidentiality Agreement to the extent and only to the extent that the Board of Directors of the Company determines that the requester is offering a Superior Takeover Proposal. (ii) The Company may engage in discussions and negotiations with any Person or group that has made an unsolicited Takeover Proposal, among other things, to determine whether such proposal (as opposed to any further negotiated proposal) is a Superior Takeover Proposal and (ii) the Company may take and disclose to its shareholders a position contemplated by Rule 14e-2(a) following the Company's receipt of a Takeover Proposal that is in the form of a tender offer under Section 14(e) of the Exchange Act. (iii) The Company may withdraw, adversely modify or take a public position materially inconsistent with its recommendation referred to in Section 6.4(a) (which may include making any statement required by Rule 14e-2 under the Exchange Act) (a "Recommendation Modification/Withdrawal") if there exists a Takeover Proposal and the Board of Directors of the Company determines that it is a Superior Takeover Proposal. (iv) The Company may make a "stop-look-and-listen" communication with respect to a Takeover Proposal or this AgreementAgreement of the nature contemplated in, and otherwise in compliance with, Rule 14d-9 under the Exchange Act as a result of receiving a Takeover Proposal.

No Solicitations. (a) Xxxxx From the date hereof until the Effective Date or until this Agreement is terminated or abandoned as provided in this Agreement, ImaginOn shall notnot directly or indirectly (i) solicit or initiate discussion with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than Cal Pro, an affiliate of Cal Pro or their authorized representatives pursuant to this Agreement) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (the "Acquisition Proposal") involving ImaginOn, and it shall not authorize or permit either of ImaginOn will instruct its Subsidiaries or any of its or their officers, directors, employees, investment bankers, advisors and its financial advisors, attorneys, accountants or other agents or and legal representatives (each, a "Representative") and consultants not to directly or indirectly, solicit, initiate or participate in take any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") action contrary to the making foregoing provisions of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction (as defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror")this sentence; provided, however, that ImaginOn, its officers, directors, advisors and its financial and legal representatives and consultants will not be prohibited from taking any action described in (ii) above to the extent such action is taken by, or upon the authority of, the Board of Directors of Xxxxx believes, on ImaginOn in the basis exercise of a written opinion furnished by independent legal counsel, that the failure good faith judgment as to take any such actions would constitute a breach of applicable its fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided furthershareholders of ImaginOn, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer or from making such other disclosures to Bryan's shareholders, which, in either case, which judgment is based upon the advice of independent independent, outside legal counsel, the Board in its good faith judgment determines is required by the fiduciary duties counsel that a failure of the Board of Directors under applicable law. (b) Xxxxx shall of ImaginOn to take such action would be likely to constitute a breach of its fiduciary duties to such shareholders. ImaginOn will notify Cal Pro promptly inform Buyerif ImaginOn becomes aware that any inquiries or proposals are received by, in writing, of the material terms and conditions of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence information is requested from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause any negotiations or discussions are sought to be terminated any existing activitiesinitiated with, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore ImaginOn with respect to an Acquisition Proposal, and ImaginOn shall promptly deliver to Cal Pro any Potential Transaction. (d) As used in this Agreement, "Potential Transaction" means any potential merger, consolidation written inquiries or other business combination involving Xxxxx, or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or any other consideration or combination thereof other than pursuant proposals received by ImaginOn relating to the transactions contemplated by this Agreement.an Acquisition Proposal. 30698_8 -25-

No Solicitations. (a) Xxxxx shall From and after the date hereof, KCPL will not, and it shall will not authorize or permit either of its Subsidiaries or any of its or their officersRepresentatives to, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative") to directly or indirectly, solicit, initiate or participate in encourage (including by way of furnishing information) or take any negotiations regarding, furnish other action to facilitate knowingly any confidential information in connection with, endorse inquiries or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal which constitutes or offer for, or which may reasonably be expected to lead to, a Potential Transaction to an Acquisition Proposal (as defined below), by herein) from any person, corporation, partnership or other entity engage in any discussion or group, including a current shareholder of Xxxxx Common Stock negotiations relating thereto or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror")accept any Acquisition Proposal; provided, however, that notwithstanding any other provision hereof, KCPL may (i) at any time prior to the time KCPL's shareholders shall have voted to approve this Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors after consultation with its financial advisors) and (y) KCPL's Board of Xxxxx believesDirectors shall conclude in good faith, after considering applicable provisions of state law, on the basis of a oral or written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach advice of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, outside counsel that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's action is necessary for the KCPL Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from taking and disclosing such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to Bryan's shareholders a position contemplated by such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14D-9 and 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any tender offer such inquiries, offers or from making such other disclosures to Bryan's shareholdersproposals (including, which, in either case, based upon the advice of independent legal counselwithout limitation, the Board in its good faith judgment determines is required by the fiduciary duties of the Board of Directors under applicable law. (b) Xxxxx shall promptly inform Buyer, in writing, of the material terms and conditions of any such proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx person making it), within 24 hours of the receipt thereof, shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As Western Resources informed of the date status and time details of this any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement Xxxxx and its Representatives will immediately cease and cause to be terminated entered into with or any existing activitiesinformation to be supplied to any person making such inquiry, discussions offer or negotiations with any parties proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. (dby Western Resources, KGE or New KC) As used in this Agreementfor a tender or exchange offer, "Potential Transaction" means any potential merger, consolidation or other business combination involving Xxxxx, KCPL or any acquisition KCPL Subsidiary or any proposal to acquire in any manner of all or a substantial portion of the equity of, or all interest in or a substantial portion of the assets of Xxxxx whether for cash, securities KCPL or any other consideration or combination thereof other than pursuant to the transactions contemplated by this AgreementKCPL Subsidiary.

No Solicitations. (a) Xxxxx shall From and after the date hereof, Seller, without the ---------------- prior written consent of Buyer, will not, and it shall will not authorize or permit either any of its Subsidiaries or any of its or their Subsidiaries' officers, employees, directors, employees, investment bankers, financial advisors, attorneys, accountants stockholders or other agents or representatives (eachto, a "Representative") to directly or indirectly, solicit, initiate or participate in encourage (including by way of furnishing information) or take any negotiations regarding, furnish other action to facilitate knowingly any confidential information in connection with, endorse inquiries or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal that constitutes or offer for, or which may could be reasonably be expected to lead toto an Alternative Proposal from any Person, a Potential Transaction (as defined below)or engage in any discussions or negotiations relating thereto or accept any Alternative Proposal or make or authorize any statement, by recommendation or solicitation in support of any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror")Alternative Proposal; provided, -------- however, that notwithstanding any other provision hereof, Seller may (a) at any ------- time prior to the xxxx Xxxxxx'x stockholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with Seller or any of its Subsidiaries or any officer, employee, director, stockholder or other representative of Seller or any of its Subsidiaries after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Entertainment Companies if, and only to the extent that, (i) (x) such third party has first made, after the date hereof, an Alternative Proposal in writing the terms of which reflect a superior transaction than the transactions contemplated by this Agreement and has demonstrated that the funds necessary for the Alternative Proposal are reasonably likely to be available (as determined in good faith in each case by Seller's Board of Directors after consultation with its financial advisors) and (y) Seller's Board of Xxxxx believesDirectors shall have determined in good faith, on the basis of a written opinion furnished by independent legal counseladvice of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx or other outside counsel of similar stature, that such action is necessary for the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary Directors to comply with its fiduciary duties to stockholders under Applicable Law and (ii) prior to furnishing information to or entering into discussions or negotiations with such duties; provided furtherPerson, however, that Seller receives from such participation shall only be Person an executed confidentiality agreement in compliance with reasonably customary form and containing terms not in the aggregate materially more favorable to such Person than the terms contained in Section 5.02(b); provided further, however, that nothing herein shall 6.02 or in any event prevent Bryan's Board confidentiality agreement previously executed by Seller and Buyer or any of Directors from taking and disclosing to Bryan's shareholders a position contemplated by its Subsidiaries; or (b) comply with Rule 14D-9 and 14e-2 promulgated under the Securities and Exchange Act of 1934 with regard to a tender or exchange offer. Seller shall immediately cease and terminate any existing solicitation, initiation, engagement, activity, discussion or negotiation with any Persons conducted heretofore by Seller or any officer, employee, director, stockholder or other representative of Seller or any of its Subsidiaries with respect to the foregoing. Seller shall not release any tender offer third party from, or from making such other disclosures waive any provision of, any standstill agreement to Bryan's shareholderswhich it is a party or any confidentiality agreement between it and another Person who has made, whichor who may reasonably be considered likely to make, an Alternative Proposal, unless its Board of Directors shall determine in either casegood faith, based upon on the basis of the advice of independent legal counselXxxx, the Board in its good faith judgment determines Weiss, Rifkind, Xxxxxxx & Xxxxxxxx or other outside counsel of similar stature, that such action is required by the fiduciary duties of necessary for the Board of Directors to comply with its fiduciary duties to stockholders under applicable law. Applicable Law. Seller shall notify Buyer orally and in writing of any such inquiries (b) Xxxxx shall promptly inform Buyerthat are or appear to be serious or legitimate), in writing, of offers or proposals (including the material terms and conditions of any proposal such offer or offer forproposal, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror Person making it and Xxxxx a copy of any written Alternative Proposal), as promptly as practicable and in any event within forty- eight (48) hours after the receipt thereof, shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As informed of the date status and time details of this any such inquiry, offer or proposal, and shall give Buyer five (5) days advance written notice of any agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. (d) As used in this Agreement, "Potential Transaction" means any potential merger, consolidation or other business combination involving Xxxxxentered into with, or any acquisition in information to be supplied to, any manner of all Person making such inquiry, offer or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreementproposal.

No Solicitations. (a) Xxxxx shall From and after the date hereof, Seller, without the prior written consent of Buyer, will not, and it shall will not authorize or permit either any of its Subsidiaries or any of its or their Subsidiaries' officers, employees, directors, employees, investment bankers, financial advisors, attorneys, accountants stockholders or other agents or representatives (eachto, a "Representative") to directly or indirectly, solicit, initiate or participate in encourage (including by way of furnishing information) or take any negotiations regarding, furnish other action to facilitate knowingly any confidential information in connection with, endorse inquiries or otherwise cooperate with, or assist, participate in or facilitate (collectively, "Solicitation Activities") the making of any proposal that constitutes or offer for, or which may could be reasonably be expected to lead toto an Alternative Proposal from any Person, a Potential Transaction (as defined below)or engage in any discussions or negotiations relating thereto or accept any Alternative Proposal or make or authorize any statement, by recommendation or solicitation in support of any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror")Alternative Proposal; provided, however, that notwithstanding any other provision hereof, Seller may (a) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with Seller or any of its Subsidiaries or any officer, employee, director, stockholder or other representative of Seller or any of its Subsidiaries after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Entertainment Companies if, and only to the extent that, (i) (x) such third party has first made, after the date hereof, an Alternative Proposal in writing the terms of which reflect a superior transaction than the transactions contemplated by this Agreement and has demonstrated that the funds necessary for the Alternative Proposal are reasonably likely to be available (as determined in good faith in each case by Seller's Board of Directors after consultation with its financial advisors) and (y) Seller's Board of Xxxxx believesDirectors shall have determined in good faith, on the basis of a written opinion furnished by independent legal counseladvice of Paul, Xxiss, Rifkind, Wharxxx & Xarrxxxx xx other outside counsel of similar stature, that such action is necessary for the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary Directors to comply with its fiduciary duties to stockholders under Applicable Law and (ii) prior to furnishing information to or entering into discussions or negotiations with such duties; provided furtherPerson, however, that Seller receives from such participation shall only be Person an executed 40 52 confidentiality agreement in compliance with reasonably customary form and containing terms not in the aggregate materially more favorable to such Person than the terms contained in Section 5.02(b); provided further, however, that nothing herein shall 6.02 or in any event prevent Bryan's Board confidentiality agreement previously executed by Seller and Buyer or any of Directors from taking and disclosing to Bryan's shareholders a position contemplated by its Subsidiaries; or (b) comply with Rule 14D-9 and 14e-2 promulgated under the Securities and Exchange Act of 1934 with regard to a tender or exchange offer. Seller shall immediately cease and terminate any existing solicitation, initiation, engagement, activity, discussion or negotiation with any Persons conducted heretofore by Seller or any officer, employee, director, stockholder or other representative of Seller or any of its Subsidiaries with respect to the foregoing. Seller shall not release any tender offer third party from, or from making such other disclosures waive any provision of, any standstill agreement to Bryan's shareholderswhich it is a party or any confidentiality agreement between it and another Person who has made, whichor who may reasonably be considered likely to make, an Alternative Proposal, unless its Board of Directors shall determine in either casegood faith, based upon on the basis of the advice of independent legal counselPaul, the Board in its good faith judgment determines Xxiss, Rifkind, Wharxxx & Xarrxxxx xx other outside counsel of similar stature, that such action is required by the fiduciary duties of necessary for the Board of Directors to comply with its fiduciary duties to stockholders under applicable law. Applicable Law. Seller shall notify Buyer orally and in writing of any such inquiries (b) Xxxxx shall promptly inform Buyerthat are or appear to be serious or legitimate), in writing, of offers or proposals (including the material terms and conditions of any proposal such offer or offer forproposal, or which may reasonably be expected to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror Person making it and Xxxxx a copy of any written Alternative Proposal), as promptly as practicable and in any event within forty-eight (48) hours after the receipt thereof, shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As informed of the date status and time details of this any such inquiry, offer or proposal, and shall give Buyer five (5) days' advance written notice of any agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties other than Xxxxxxx and Merger Sub conducted heretofore with respect to any Potential Transaction. (d) As used in this Agreement, "Potential Transaction" means any potential merger, consolidation or other business combination involving Xxxxxentered into with, or any acquisition in information to be supplied to, any manner of all Person making such inquiry, offer or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreementproposal.

No Solicitations. Seller and MPC will not take, nor will they permit the Company, the Subsidiaries or any Affiliate of Seller or MPC (a) Xxxxx shall not, and it shall not or authorize or permit either any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of its Seller, MPC, the Company, the Subsidiaries or any of its or their officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other agents or representatives (each, a "Representative"such Affiliate) to take, directly or indirectly, any action to solicit, initiate encourage, receive, negotiate, assist or participate in any negotiations regarding, furnish any otherwise facilitate (including by furnishing confidential information in connection withwith respect to MPC, endorse the Company or otherwise cooperate withany Subsidiary or permitting access to the Assets and Properties and Books and Records of MPC, the Company or assistany Subsidiary) or accept any offer or inquiry from any Person concerning an Acquisition Proposal. Notwithstanding the foregoing, participate in MPC or facilitate its Board of Directors shall be permitted to (collectively, "Solicitation Activities"A) the making of any proposal or offer for, or which may reasonably be expected to lead to, a Potential Transaction (as defined below), by any person, corporation, partnership or other entity or group, including a current shareholder of Xxxxx Common Stock or a person acting on behalf of or who has been in contact with such a shareholder (a "Potential Acquiror"); provided, however, that to the extent the Board of Directors of Xxxxx believesapplicable, on the basis of a written opinion furnished by independent legal counsel, that the failure to take any such actions would constitute a breach of applicable fiduciary duties of such Board of Directors, then Xxxxx and its Representatives may participate in Solicitation Activities but only to the extent necessary to comply with such duties; provided further, however, that such participation shall only be in compliance with Section 5.02(b); provided further, however, that nothing herein shall in any event prevent Bryan's Board of Directors from taking and disclosing to Bryan's shareholders a position contemplated by Rule 14D-9 and 14e-2 14e-2(a) promulgated under the Exchange Act with respect regard to an Acquisition Proposal, or (B) engage in any discussions or negotiations with, or provide any information to any tender offer or from making Person in response to an unsolicited bona fide written Acquisition Proposal, by any such other disclosures Person, if and only to Bryan's shareholders, whichthe extent that, in either casethe case of the actions referred to in clause (B), based upon (i) the advice of independent legal counselMPC Stockholders' Meeting shall not have occurred, the Board in its good faith judgment determines is required by the fiduciary duties of (ii) the Board of Directors under applicable law. of MPC, concludes in good faith after consultation with its financial advisors and legal advisors, that such Acquisition Proposal would reasonably be expected to constitute a Superior Proposal, (biii) Xxxxx shall promptly inform Buyerprior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Board of Directors of MPC receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement between MPC and Purchaser regarding the sale of the Utility Business and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board of Directors of MPC notifies Purchaser immediately of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in writingconnection with such notice, the name of such Person and the material terms and conditions of any proposal proposals or offer for, or which may reasonably be expected offers. Seller and MPC agree immediately to lead to, a Potential Transaction that it receives and the identity of the Potential Acquiror and Xxxxx shall keep Buyer fully apprised of all developments regarding such Potential Transaction. Such full apprising of all developments shall include providing Buyer with copies of all correspondence from or to Xxxxx and the Potential Acquirer, including all attachments and enclosures. (c) As of the date and time of this agreement Xxxxx and its Representatives will immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any parties other than Xxxxxxx and Merger Sub heretofore conducted heretofore with respect to any Potential Transaction. (d) As used Acquisition Proposal. Seller and MPC agree to take the necessary steps promptly to inform all such Persons of its obligations hereunder. Nothing in this Agreement, "Potential Transaction" means any potential merger, consolidation Section 4.04 shall (x) permit Seller or other business combination involving XxxxxMPC to terminate this Agreement (except as specifically provided in Article XI), or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of Xxxxx whether for cash, securities or (y) affect any other consideration obligation of Seller or combination thereof other than pursuant to the transactions contemplated by MPC under this Agreement.