Common use of No Solicitations Clause in Contracts

No Solicitations. No party shall, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Subsidiaries to, directly or indirectly, initiate, solicit, encourage, or, unless the Board of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction (as defined below), by any person, corporation, partnership or other entity or group (a "Potential Acquiror"); provided, however, that nothing contained in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, that (i) the Company may furnish or cause to be furnished information concerning the Company and its businesses, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquiror, (iii) following receipt of a proposal or offer for an Acquisition Transaction, the Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors of the Company shall conclude in good faith on the basis of advice from independent counsel that such action is necessary or appropriate in order for such Board of Directors to act in a manner which is consistent with its fiduciary obligations under applicable law. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction. As used in this Agreement, "Acquisition Transaction" means any merger, consolidation or other business combination involving the Company or any of its Significant Subsidiaries (as defined below) other than LCT, 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, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VI

No Solicitations. No party shallFrom and after the date hereof, nor USR and URI shall it permit any of its Subsidiaries tonot, nor and shall it not authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant of their respective subsidiaries or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Subsidiaries Representatives to, directly or indirectly, initiate, solicit, encourage, or, unless the Board initiate or encourage (including by way of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure furnishing information) or take any other action to take such actions would constitute a breach of applicable fiduciary duties, participate in facilitate knowingly any negotiations regarding, furnish any confidential information in connection with, endorse inquiries or otherwise cooperate with, assist, participate in or facilitate the making of any proposal which constitutes or offer for, or which may reasonably be expected to lead to, to an Acquisition Transaction Proposal (as defined below)herein) from any person or entity, by or engage in any person, corporation, partnership discussion or other entity negotiations relating thereto or group (a "Potential Acquiror")accept any Acquisition Proposal; provided, however, that nothing contained in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position notwithstanding any other provision hereof, either party may (i) comply with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, that (i) the Company may furnish or cause to be furnished information concerning the Company and its businesses, properties or assets with regard to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent tender or exchange offer; and the Company), (ii) at any time after the Company may 120th day following the date hereof and prior to the time USR stockholders shall have voted to adopt this Agreement, (A) engage in discussions or negotiations with a Potential Acquirorthird party who (without any solicitation, (iiiinitiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) following receipt of a proposal seeks to initiate such discussions or offer for an Acquisition Transactionnegotiations, and may furnish such third party information concerning the Company may take party and disclose to its stockholders a position contemplated by Rules 14d-9 business, properties and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders assets if, and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that, (1)(w) the third party has first made an Acquisition Proposal that the Board of Directors of the Company shall conclude such party believes in good faith (after consultation with its financial advisor) is reasonably capable of being completed, taking into account all relevant legal, financial, regulatory and other aspects of the Acquisition Proposal and the source of its financing, on the basis terms proposed and, believes in good faith (after consultation with its financial advisor and after taking into account the strategic benefits anticipated to be derived from the Merger and the long-term prospects of advice from independent counsel that such action is necessary or appropriate in order for such Board of Directors to act USR and URI as a combined company), would, if consummated, result in a manner which is consistent with its fiduciary obligations under applicable law. The Company will immediately cease and cause transaction more favorable to be terminated any existing activitiesthe stockholders of USR or URI, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction. As used in this Agreementas the case may be, "Acquisition Transaction" means any mergerfrom a financial point of view, consolidation or other business combination involving the Company or any of its Significant Subsidiaries (as defined below) other than LCT, 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, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; Agreement and "Significant Subsidiary" means believes in good faith (after consultation with its financial advisor) that the person making such Acquisition Proposal has, or is reasonably likely to have or obtain, any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VInecessary funds or customary commitments to provide any funds necessary to consummate such Acquisition Proposal (any such more favorable Acquisition Proposal being referred in

No Solicitations. No party The Company agrees that neither it nor any of the Company Subsidiaries, nor any of their respective officers or directors shall, nor and that it shall it permit direct and use its best efforts to cause its and the Company Subsidiaries' employees, agents and representatives (including any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant attorney or other agent or representative (each, a "Representative"accountant) retained by or acting for or on behalf of it or any of its Subsidiaries not to, directly or indirectly, (i) solicit, initiate, solicit, encourage, or, unless encourage or otherwise facilitate any inquiries or the Board submission of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, any Acquisition Proposal (as defined herein) or (ii) participate in any discussions or negotiations regarding, or furnish to any confidential Person any information in connection withwith respect to, endorse or otherwise cooperate with, assist, participate in take any other action to facilitate any inquiries or facilitate the making of any proposal or offer forthat constitutes, or which may reasonably be expected to lead to, an any Acquisition Transaction (as defined below), by any person, corporation, partnership or other entity or group (a "Potential Acquiror")Proposal; provided, however, that nothing contained in this Section 5.3 shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, that (i) the Company may furnish or cause to be furnished information concerning the Company and its businesses, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquiror, (iii) following receipt of a proposal or offer for an Acquisition Transaction, the Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors of the Company shall conclude (and its authorized representatives) from: (x) furnishing information to, or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide written Acquisition Proposal from and after the date of this Agreement which did not result from a breach of this Section 5.3 if, and only to the extent that (A) the Board of Directors of the Company after consultation with and taking into account the advice of outside counsel, determines in good faith on the basis of advice from independent counsel that such action is necessary or appropriate in order for such the Board of Directors of the Company to act in a manner which is consistent comply with its fiduciary obligations duties to stockholders under applicable lawLaw it is necessary to take such action, (B) prior to taking such action, the Company receives from such Person an executed confidentiality agreement having substantially the same terms as the Confidentiality Agreement and (C) the Company determines in good faith (after consultation with and taking into account the advice of its financial advisor and after receipt of, and taking into account the advice of, outside counsel) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and the proposal would, if consummated, result in a more favorable transaction than the transactions contemplated by this Agreement, taking into account the long term prospects and interests of the Company and its stockholders (such more favorable Acquisition Proposal hereinafter referred to as a "Superior Proposal"); or (y) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transactionof the foregoing. As used The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.3 and in the Confidentiality Agreement (as defined in Section 5.1). The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return all written confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. For purposes of this Agreement, "Acquisition TransactionProposal" means any inquiry, proposal or offer from any Person relating to any direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or the assets of the Company or any of its significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act) (a "Significant Subsidiary"), or 15% or more 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 any Person beneficially owning 15% or more of any class of equity securities of the Company or any of its Significant Subsidiaries, any reinsurance transaction entered into outside the ordinary course of business involving more than 15% of any Significant Subsidiary's assets or policyholder liabilities, or any merger, consolidation consolidation, business combination, recapitalization, liquidation, dissolution or other business combination similar transaction involving the Company or any of its Significant Subsidiaries Subsidiaries; provided that (as defined beloww) other than LCT, 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, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; and "Significant Subsidiary" means , (x) any Subsidiary activities of Employees' Reinsurance Corporation taken with respect to its existing interest in the Company in accordance with the terms of existing arrangements, (y) any discussions conducted by or on behalf of the Company that would constitute and Employees' Reinsurance Corporation with a Significant Subsidiary view to satisfying the condition contained in Section 6.3(l), or (z) any activities in connection with the proposed disposition of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VIIntegrated Process Technologies LLC, shall not be deemed to be an Acquisition Proposal.

No Solicitations. No (a) The Company represents and warrants that it has terminated, and has caused its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, 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 shallprior 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, nor the Company shall it not, and shall not authorize or permit any of its Subsidiaries toofficers, nor shall it authorize directors or permit employees or any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent advisor or representative (each, a "Representative") Representative retained by or acting for or on behalf of it or any of its Subsidiaries to, directly or indirectly, initiate, (i) solicit, encourageinitiate or encourage (including by way of furnishing non-public information), oror take any other action to facilitate, unless the Board of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse inquiries or otherwise cooperate with, assist, participate in or facilitate 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, an Acquisition Transaction Proposal, or (as defined below)ii) participate in any activities, by any person, corporation, partnership discussions or other entity or group (a "Potential Acquiror")negotiations regarding an Acquisition Proposal; provided, however, that nothing contained in this Section shall prohibit subject to compliance by the Company with the provisions -------- ------- of Section 7.1(b), the Company Board may furnish information to, or its Board of Directors from taking enter into discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal if, and disclosing only to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, extent that (iA) the Company may furnish or cause to be furnished information concerning Board, after consultation with its outside legal counsel, determines in good faith that such action is necessary for the Company and Board to comply with its businesses, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquiror, (iii) following receipt of a proposal or offer for an Acquisition Transaction, the Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure fiduciary duties to the Company's stockholders and under applicable law, (ivB) following receipt of a proposal such Acquisition Proposal is not subject to any financing contingencies or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03is, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors good faith judgment of the Company shall conclude 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 on the basis of advice from independent counsel that such action is necessary or appropriate in order for Acquisition Proposal, based upon such Board of Directors to act matters as it deems relevant (including consultation with a nationally recognized financial advisor) would, if consummated, result in a manner which is consistent with its fiduciary obligations under applicable law. The Company will immediately cease and cause transaction more favorable to be terminated the Company's stockholders from a financial point of view than the Merger (any existing activitiessuch more favorable Acquisition Proposal being referred to herein as a "Superior Proposal"), discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction. As used in this Agreement, "Acquisition Transaction" means any merger, consolidation or other business combination involving (D) the Company or any of its Significant Subsidiaries receives from such ----------------- person an executed confidentiality agreement in reasonably customary form and (as defined belowE) other than LCT, 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 ofat least three (3) business days prior to taking such action, the Company and its Subsidiaries taken as a whole (without regard shall provide written notice to LCT), whether for cash, securities or any other consideration or combination thereof other than pursuant Parent to the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary of the Company effect that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VIit is taking such action.

No Solicitations. No party shall, nor The Company shall it permit any of not and shall cause its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Subsidiaries not to, directly or indirectly, initiatethrough any officer, solicitdirector, encourageaffiliate, oremployee, unless agent, financial advisor, representative or otherwise, (a) solicit or initiate any inquiries with respect to the Board submission of Directors believesany Acquisition Proposal (as defined below), on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, (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, assistor knowingly assist or participate in, participate facilitate or encourage, any effort or attempt by any Person to make an inquiry in respect of or facilitate the making of make any proposal or offer forthat constitutes, or which may be reasonably be expected to lead to, any Acquisition Proposal or (c) enter into any agreement or agreement in principle providing for or relating to an Acquisition Transaction (as defined below), by any person, corporation, partnership or other entity or group (a "Potential Acquiror"); provided, however, that nothing contained in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable lawProposal; provided, however, that (i) nothing contained in this Section 4.2 or any other provision of this Agreement shall prohibit the Company may furnish or cause the Board of Directors from taking and disclosing to be furnished information concerning the Company and its businessesshareholders pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act, properties or assets a position with respect to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent tender or exchange offer by a third party and the Company), (ii) the Company may 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 or negotiations with a Potential Acquirorsuch third party only if, (iii) following receipt of a proposal or offer for an Acquisition Transaction, the Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, but in each case referred to in the foregoing clauses (i) through (iv) 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 of would breach its fiduciary duties to shareholders under applicable law without taking such action, (B) prior to taking such action, the Company shall conclude 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 on the basis of advice from independent counsel that such action is necessary or appropriate in order for such Board proposal would, if accepted, be reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of Directors to act the proposal and the Person making the proposal, and (D) the proposal would, if consummated, result in a manner 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 consistent with its fiduciary obligations under applicable lawthen 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 will 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 parties Person conducted heretofore with respect to any 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 any negotiations or discussions are sought to be initiated or continued with the Company or any of its Subsidiaries, in each case in connection with any Acquisition TransactionProposal. As used Each notice shall contain the name of any Person making any such proposal, requesting such information or seeking such negotiations or discussions and a summary of the material terms and conditions of any proposals or offers and thereafter the Company shall keep Holdings and Merger Sub 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 39 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 Transaction" 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 of its significant Subsidiaries (as defined in Rule 1-02(w) 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 any 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 the Company or any of its Significant Subsidiaries (as defined below) other than LCT, 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, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VISubsidiaries.

No Solicitations. No party shallFrom and after the date hereof, nor shall it Ambassador will not, and will not authorize or permit any of its Subsidiaries to, nor shall it authorize Affiliates or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Subsidiaries Representatives to, directly or knowingly indirectly, initiate, solicit, encourage, or, unless the Board initiate or encourage (including by way of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure furnishing information) or take any other action to take such actions would constitute a breach of applicable fiduciary duties, participate in facilitate knowingly any negotiations regarding, furnish any confidential information in connection with, endorse inquiries or otherwise cooperate with, assist, participate in or facilitate the making of any proposal which constitutes or offer for, or which may reasonably be expected to lead to, to an Acquisition Transaction Proposal (as defined below), by herein) from any person, corporation, partnership or other entity engage in any discussion or group (a "Potential Acquiror")negotiations relating thereto or accept any Acquisition Proposal; provided, however, that nothing contained in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders whichnotwithstanding any other provision hereof, in the judgment of the Board of Directors based upon the opinion of independent counsel, Ambassador may be required under applicable law; provided, however, that (i) at any time prior to the Company may furnish or cause time Ambassador's stockholders shall have voted to be furnished information concerning the Company and its businessesapprove this Agreement, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquirorthird party who (without any solicitation, initiation or encouragement, directly or knowingly indirectly, by Ambassador or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning Ambassador and its business, properties and assets if, (iiiA) following receipt of a proposal or offer for (x) the third party has first made an Acquisition Transaction, the Company may take Proposal and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors of Ambassador determines in good faith and after consultation with its financial advisor, that to do so has a reasonable prospect of leading to an Acquisition Proposal that is superior to the Company Merger and for which financing for the Acquisition Proposal has a reasonable prospect to be obtained (as determined in good faith by Ambassador's Board of Directors after consultation with its financial advisors) (a "Superior Proposal") or (y) Ambassador's Board of Directors shall conclude in good faith on the basis faith, after considering applicable provisions of advice from independent counsel that such action is necessary or appropriate in order for such Board of Directors to act in a manner which is consistent with its fiduciary obligations under applicable state law. The Company will immediately cease , and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction. As used in this Agreement, "Acquisition Transaction" means any merger, consolidation or other business combination involving the Company or any of its Significant Subsidiaries (as defined below) other than LCT, 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, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VIafter considering

No Solicitations. No party shallFrom May 12, 1998 until the Effective Date or, if earlier, the date this Agreement is terminated or abandoned as provided in Section 10.1, neither the Company nor any Agreement Shareholder shall it permit (nor did they) directly or indirectly (i) solicit or initiate any of its Subsidiaries discussion with or (ii) enter into negotiations or agreements with, or furnish any information to, nor shall it authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Subsidiaries to, directly or indirectly, initiate, solicit, encourage, or, unless the Board of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction (as defined below), by any person, corporation, partnership partnership, person or other entity or group (other than Parent, an Affiliate of Parent or their authorized representatives) 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 "Potential AcquirorAcquisition Proposal")) involving the Company, and the Company and the Agreement Shareholders will instruct their officers, directors, advisors and financial and legal representatives and consultants (collectively, the "Representatives") not to take any action contrary to the foregoing provisions of this sentence; provided, however, that nothing contained in this Section shall prohibit the Company and its Representatives shall not be prohibited from taking any action described in clause (ii) above to the extent such action is taken by, or its upon the authority of, the Board of Directors from taking and disclosing of the Company in the exercise of the Board's good faith judgment as to its stockholders fiduciary duties to the shareholders of the Company, which judgment is based upon the written advice of independent, outside legal counsel that a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment failure of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, that (i) the Company may furnish to take such action would be likely to constitute a breach of its fiduciary duties to such shareholders. The Company will notify Parent promptly in writing if the Company becomes aware that any inquiries or cause proposals are received by, any information is requested from or any negotiations or discussions are sought to be furnished information concerning the Company and its businesses, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquiror, (iii) following receipt of a proposal or offer for an Acquisition Transactioninitiated with, the Company may take and disclose with respect to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03Proposal. Each time, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent if any, that the Board of Directors of the Company shall conclude determines, upon written advice of such legal counsel and in the exercise of its good faith on the basis of advice from independent counsel that such action is necessary or appropriate in order for such Board of Directors judgment as to act in a manner which is consistent with its fiduciary obligations under applicable law. The Company will immediately cease and cause duties to be terminated any existing activitiesshareholders, discussions or that it must enter into negotiations with or furnish any parties conducted heretofore with respect to information that is not publicly available to, any corporation, part nership, person or other entity or group (other than Parent, an Affiliate of Parent or their representatives) concerning any Acquisition Transaction. As used in this Agreement, "Acquisition Transaction" means any merger, consolidation or other business combination involving the Company or any of its Significant Subsidiaries (as defined below) other than LCT, 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 ofProposal, the Company and its Subsidiaries taken as will give Parent prompt notice of such determination (which shall include a whole (without regard to LCT), whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary copy of the Company that would constitute a Significant Subsidiary written advice of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VIsuch legal counsel).

No Solicitations. No party shallFrom and after the date hereof, nor shall it KCPL will not, and will not authorize or permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Subsidiaries Representatives to, directly or indirectly, initiate, solicit, encourage, or, unless the Board initiate or encourage (including by way of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure furnishing information) or take any other action to take such actions would constitute a breach of applicable fiduciary duties, participate in facilitate knowingly any negotiations regarding, furnish any confidential information in connection with, endorse inquiries or otherwise cooperate with, assist, participate in or facilitate the making of any proposal which constitutes or offer for, or which may reasonably be expected to lead to, to an Acquisition Transaction Proposal (as defined below), by herein) from any person, corporation, partnership or other entity engage in any discussion or group (a "Potential Acquiror")negotiations relating thereto or accept any Acquisition Proposal; provided, however, that nothing contained in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders whichnotwithstanding any other provision hereof, in the judgment of the Board of Directors based upon the opinion of independent counsel, KCPL may be required under applicable law; provided, however, that (i) at any time prior to the Company may furnish or cause time KCPL's shareholders shall have voted to be furnished information concerning the Company and its businessesapprove this Agreement, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquirorthird party who (without any solicitation, (iiiinitiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) following receipt of a proposal seeks to initiate such discussions or offer for an Acquisition Transactionnegotiations and may furnish such third party information concerning KCPL and its business, the Company may take properties and disclose to its stockholders a position contemplated by Rules 14d-9 assets if, and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, but in each case referred to in the foregoing clauses (i) through (iv) 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 the Company Directors shall conclude in good faith faith, after considering applicable provisions of state law, on the basis of oral or written advice from independent of outside counsel that such action is necessary or appropriate in order for such the KCPL Board of Directors to act in a manner which is consistent with its fiduciary obligations duties under applicable lawlaw 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 such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 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). The Company will KCPL shall immediately cease and cause to be terminated terminate any existing activitiessolicitation, discussions initiation, encouragement, activity, discussion or negotiations 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 Acquisition Transactionsuch inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used in this Agreementherein, "Acquisition TransactionProposal" means any shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving the Company KCPL or any of its Significant Subsidiaries (as defined below) other than LCT, KCPL Subsidiary or any acquisition 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, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities of KCPL or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; and "Significant KCPL Subsidiary" means any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VI.

No Solicitations. No party shall(a) The Company will not, nor shall it and will not permit any of its Subsidiaries toor any of the directors, nor shall it authorize officers, employees, advisors, representatives or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf agents of it the Company or any of its Subsidiaries (collectively, the "Representatives") to, directly or indirectly, initiate, solicit, encourage, or, unless the Board of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction (as defined below), by any person, corporation, partnership or other entity or group (a "Potential Acquiror"); provided, however, that nothing contained in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, that (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the Company may furnish proposed surviving, merged, acquiring or cause to be furnished information concerning acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the Company and its businesses, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquiror, (iii) following receipt of a proposal or offer for an Acquisition Transaction, the Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors of the Company shall conclude (other than the sale of inventory in good faith on the basis ordinary course of advice from independent counsel that such action is necessary business) or appropriate in order for such Board any of Directors to act in a manner which is consistent with its fiduciary obligations under applicable law. The Company will immediately cease and cause to be terminated Subsidiaries or any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction. As used in this Agreement, "Acquisition Transaction" means any merger, consolidation or other business combination involving capital stock of the Company or any of its Significant Subsidiaries (as defined below) other than LCTthe transactions contemplated by this Agreement (an "Acquisition Transaction"), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any person or entity, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, or any acquisition (iv) otherwise cooperate in any manner of all way with, or a substantial portion assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the equity offoregoing, or all or a substantial portion provided, however, that, at any time prior to the approval of this Agreement by the stockholders of the assets ofCompany, if the Company receives a bona fide written Acquisition Transaction that was unsolicited and that did not otherwise result from a breach of this Section 7.6, the Company may furnish non-public information with respect to the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; person who made such Acquisition Transaction and "Significant Subsidiary" means any Subsidiary of may participate in discussions regarding such Acquisition Transaction if (A) the Company Board determines in good faith, after receiving advice from its outside counsel, that failure to do so would constitute a Significant Subsidiary of violate its fiduciary duties to the Company's stockholders under applicable law, and (B) the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VIBoard determines that such Acquisition Transaction is a Superior Proposal (as defined in Section 7.6(c)).

No Solicitations. No party shallUntil such date, nor shall it if any, as this Agreement is terminated pursuant to Article XIV (the “Termination Date”), Seller or Shareholders will not and will not permit and will instruct their respective Affiliates, directors, officers, employees, consultants, contractors, representatives, agents or advisors of Seller to not, without the prior written consent of Buyer: directly or indirectly or any Person retained by any of its Subsidiaries tothe foregoing) solicit or encourage (including by way of furnishing information), nor shall it authorize or permit take any officerother action to facilitate, director, employee, investment banker, financial advisor, attorney, accountant any inquiries or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Subsidiaries to, directly or indirectly, initiate, solicit, encourage, or, unless the Board of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer forwhich constitutes, or which may reasonably be expected to lead to, an Acquisition Transaction any proposal to (as defined below)a) buy, by any person, corporation, partnership or other entity or group (a "Potential Acquiror"); provided, however, that nothing contained in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, that (i) the Company may furnish or cause to be furnished information concerning the Company and its businesses, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquiror, (iii) following receipt of a proposal or offer for an Acquisition Transaction, the Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03dispose of, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors of the Company shall conclude in good faith on the basis of advice from independent counsel that such action is necessary or appropriate in order for such Board of Directors to act in a manner which is consistent with its fiduciary obligations under applicable law. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction. As used in this Agreement, "Acquisition Transaction" means any merger, consolidation or other business combination involving the Company or any of its Significant Subsidiaries (as defined below) other than LCT, or any acquisition in any manner of all or a substantial portion of the equity ofAssets or (b) regarding any acquisition of Seller, or all or a substantial including without limitation any acquisition of any material portion of the assets ofof Seller (each, a “Third Party Acquisition”). Seller and Shareholders agree that any such actions (other than negotiations with Buyer) in progress as of the Company date of this Agreement will be suspended through the Termination Date and its Subsidiaries taken as a whole that, in no event, will Seller or Shareholders accept, agree to enter or otherwise enter into any agreement concerning any such Third Party Acquisition transaction from the date hereof through the Termination Date. Seller or Shareholders will notify Buyer in writing immediately after receipt by Seller or Shareholder (without regard to LCT), whether for cash, securities or any other consideration of their respective Affiliates, directors, officers, employees, consultants, contractors, representatives, agents or combination thereof other than pursuant advisors) of any unsolicited offers or inquiries regarding a Third Party Acquisition. Such notice to Buyer will indicate in reasonable detail the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary identity of the Company that would constitute Person seeking a Significant Subsidiary of Third Party Acquisition and the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VIterms and conditions thereof.

No Solicitations. No party shallFrom and after the date hereof, nor shall it permit any of its Subsidiaries toKCPL and UCU will not, nor shall it and will not authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Subsidiaries their respective Representatives to, directly or indirectly, initiate, solicit, encourage, or, unless the Board initiate or encourage (including by way of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure furnishing information) or take any other action to take such actions would constitute a breach of applicable fiduciary duties, participate in facilitate knowingly any negotiations regarding, furnish any confidential information in connection with, endorse inquiries or otherwise cooperate with, assist, participate in or facilitate the making of any proposal which constitutes or offer for, or which may reasonably be expected to lead to, to an Acquisition Transaction Proposal (as defined below), by herein) from any person, corporationor engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDED, partnership or other entity or group (a "Potential Acquiror"); provided, howeverHOWEVER, that nothing contained in this Section shall prohibit notwithstanding any other provision hereof, the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, respective party may be required under applicable law; provided, however, that (i) at any time prior to the Company may furnish or cause time the respective party's stockholders shall have voted to be furnished information concerning the Company and its businesses, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may approve this Agreement engage in discussions or negotiations with a Potential Acquirorthird party who (without any solicitation, (iiiinitiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) following receipt of a proposal seeks to initiate such discussions or offer for an Acquisition Transactionnegotiations and may furnish such third party information concerning the party and its business, the Company may take properties and disclose to its stockholders a position contemplated by Rules 14d-9 assets if, and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by the party's Board of Directors after consultation with its financial advisors) and (y) the party's Board of the Company Directors shall conclude in good faith faith, after considering applicable provisions of state law, on the basis of oral or written advice from independent of outside counsel that such action is necessary or appropriate in order for such the Board of Directors to act in a manner which is consistent with its fiduciary obligations duties under applicable law. The Company will immediately cease law and cause (B) prior to be terminated any existing activities, furnishing such information to or entering into discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction. As used in this Agreementsuch person or entity, "Acquisition Transaction" means any merger, consolidation or other business combination involving the Company or any of its Significant Subsidiaries such party (as defined belowx) other than LCT, 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, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or any other consideration or combination thereof other than pursuant provides prompt notice to the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VIother 44

No Solicitations. No party shall(a) The Company shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, nor shall it authorize or permit through any officer, director, employee, investment bankerrepresentative, financial advisor, attorney, accountant agent or other agent person, solicit or representative (eachencourage the initiation or submission of any direct or indirect inquiries, a "Representative") retained by proposals or acting for offers regarding any acquisition, merger, takeover bid or on behalf sale of it all or any of its Subsidiaries tothe assets (other than in the ordinary course of business consistent with past practice) or any shares of capital stock of the Company (other than pursuant to exercise, directly or indirectlyin accordance with the terms thereof, initiate, solicit, encourage, or, unless by the Board persons listed on Schedule 2.2(a) of Directors believes, options outstanding under Company Stock Option Plans as in effect on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction (as defined belowdate hereof), whether or not in writing and whether or not delivered to the stockholders of the Company generally (including, without limitation, by way of a tender offer) by any person, corporation, partnership party other than Emerald or other entity its affiliates (any of the foregoing inquiries or group (a proposals being referred to herein as an "Potential AcquirorAcquisition Proposal"); provided, however, that nothing contained in this Section Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, that (i) the Company may furnish or cause to be furnished information concerning the Company and its businesses, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquiror, (iii) following receipt of a proposal or offer for an Acquisition Transaction, the Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that prevent the Board of Directors of the Company from referring any third party to this Section 5.4. Nothing contained in this Section 5.4 or any other provision of this Agreement shall conclude prevent the Board of Directors of the Company from considering or negotiating an unsolicited bona fide Acquisition Proposal. If the Board of Directors of the Company, after duly considering written advice of outside counsel and financial advisors to the Company, determines in good faith on the basis that it would likely be a violation of advice from independent counsel that such action is necessary or appropriate in order for such Board of Directors to act in a manner which is consistent with its fiduciary obligations under applicable law. The Company will immediately cease responsibilities to not approve or recommend (and cause to be terminated any existing activities, discussions in connection therewith withdraw or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction. As used in modify its approval or recommendation of this Agreement, "Acquisition Transaction" means any merger, consolidation or other business combination involving and the Company or any of its Significant Subsidiaries transactions contemplated hereby) a Superior Proposal (as defined below), then, notwithstanding any such approval or recommendation (i) the Company shall not enter into any agreement with respect to the Superior Proposal and (ii) any other than LCTobligation of the Company under this Agreement shall not be affected, unless this Agreement is terminated pursuant to Section 8.1(e) hereof prior to or any acquisition in any manner simultaneously with the grant of such approval or the making of such recommendation and the Company, at the time of such termination resulting from such Superior Proposal, pays Emerald the Termination Fee. As used herein the term "Superior Proposal" means an unsolicited bona fide proposal made by a third party to acquire the Company pursuant to a tender or exchange offer, a merger, a sale of all or a substantial any significant portion of its assets or otherwise that the equity ofCompany Board of Directors determines in its good faith judgment to be a proposal which, if accepted, (x) is reasonably likely to be consummated, taking into account, without limitation, all legal, financial and regulatory aspects of such proposal and person or all or persons making such proposal and (y) would, if consummated, result in a substantial portion more favorable transaction to the holders of the assets of, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or any other consideration or combination thereof other Common Stock than pursuant to the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary Agreement (after considering the written advice of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VICompany's professional advisors).

No Solicitations. No party shallFrom May 12, 1998 until the Effective Date or, if earlier, the date this Agreement is terminated or abandoned as provided in Section 10.1, Parent shall not (nor shall it permit did it) directly or indirectly (i) solicit or initiate any of its Subsidiaries discussion with or (ii) enter into negotiations or agreements with, or furnish any information that is not publicly available to, nor shall it authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Subsidiaries to, directly or indirectly, initiate, solicit, encourage, or, unless the Board of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction (as defined below), by any person, corporation, partnership partnership, person or other entity or group (a "Potential Acquiror")other than the Company, an Affiliate of the Company or their authorized representatives) concerning any Acquisition Proposal involving Parent, and Parent will instruct its Representatives not to take any action contrary to the foregoing provisions of this sentence; provided, however, that nothing contained Parent and its Representatives shall not be prohibited from taking any action described in this Section shall prohibit clause (ii) above to the Company extent such action is taken by, or its upon the authority of, the Board of Directors from taking and disclosing of Parent in the exercise of the Board's good faith judgment as to its stockholders fiduciary duties to the shareholders of the Company, which judgment is based upon the written advice of independent, outside legal counsel that a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment failure of the Board of Directors based upon the opinion of independent counsel, may Parent to take such action would be required under applicable law; provided, however, that (i) likely to constitute a breach of its fiduciary duties to such shareholders. Parent will notify the Company may furnish promptly in writing if Parent becomes aware that any inquiries or cause proposals are received by, any information is requested from or any negotiations or discussions are sought to be furnished information concerning the Company and its businessesinitiated with, properties or assets Parent with respect to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a Potential Acquiror, (iii) following receipt of a proposal or offer for an Acquisition TransactionProposal. Each time, the Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03if any, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors of Parent determines, upon written advice of such legal counsel and in the Company shall conclude in exercise of its good faith on the basis of advice from independent counsel that such action is necessary or appropriate in order for such Board of Directors judgment as to act in a manner which is consistent with its fiduciary obligations under applicable law. The Company will immediately cease and cause duties to be terminated any existing activitiesshareholders, discussions or that it must enter into negotiations with or furnish any parties conducted heretofore with respect to information that is not publicly available to, any Acquisition Transaction. As used in this Agreementcorporation, "Acquisition Transaction" means any mergerpartnership, consolidation person or other business combination involving entity or group (other than Parent, an Affiliate of the Company or their Representatives) concerning any Acquisition Proposal, Parent will give the Company prompt notice of its Significant Subsidiaries such determination (as defined below) other than LCT, or any acquisition in any manner of all or which shall include a substantial portion copy of the equity of, or all or a substantial portion written advice of the assets of, the Company and its Subsidiaries taken as a whole (without regard to LCTsuch legal counsel), whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VI.

No Solicitations. No party shallUntil the Measurement Date, neither the Company nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it the Company or any of its Subsidiaries to, directly or indirectly, initiate, solicit, encourage, or, unless the Board of Directors of the Company believes, on the basis of advice furnished by independent after consultation with outside legal counsel, that the failure to take such actions would constitute a breach of applicable the fiduciary dutiesduties of the Board of Directors, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction (as defined below)Transaction, by any personPerson, corporation, partnership or other entity or group (a "Potential Acquiror"); provided, however, that nothing contained in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, that (i) the Company may furnish or cause to be furnished information concerning the Company and its businesses, properties or assets to a Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company)Acquiror, (ii) the Company may engage in discussions or negotiations with a Potential Acquiror, (iii) following receipt of a proposal or offer for an Acquisition Transaction, the Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and may recommend such proposal or offer to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction Transaction, the Board of Directors may withdraw enter into an agreement in principle or modify its recommendation referred a definitive agreement with respect to in Section 3.03such Acquisition Transaction, but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of Directors of the Company shall conclude have first concluded in good faith on the basis of advice from independent after consultation with outside legal counsel that such action is necessary or appropriate in order for because failure to take such action would constitute a breach of the fiduciary duties owed by the Board of Directors of the Company to act in a manner which is consistent with its fiduciary obligations the Company's stockholders under applicable law; and provided, further, that the Board of Directors of the Company shall not take or permit the Company to take any of the foregoing actions referred to in clauses (i) through (iv) without prior written notice to Siemens with respect to such action. The Company shall promptly inform Siemens, orally and in writing, of the material terms and conditions of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction that it receives and the identity of the Potential Acquiror. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted on or prior to the date of this Agreement heretofore with respect to any Acquisition Transaction. As used in this Agreement, "Acquisition Transaction" means any merger, consolidation or other business combination involving the Company or any of its Significant Subsidiaries (as defined below) other than LCTCompany, 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, the Company and its Subsidiaries taken as a whole (without regard to LCT)Company, whether for cash, securities or any other consideration or combination thereof thereof, other than pursuant to the transactions contemplated by this Agreement; and "Significant Subsidiary" means any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VI.