Common use of No Solicitations Clause in Contracts

No Solicitations. Prior to the Effective Time, the Company agrees (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, (ii) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) 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 negotiations or discussions are sought to be initiated or continued with, it or any of such persons or groups; provided, however, that nothing contained in this Section 5.02 shall prohibit the Board of Directors of the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the Company, based on advice from outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreement.

No Solicitations. Prior to the Effective Time, the Company agrees (a) that neither it nor any of its Subsidiaries or other affiliates shallFrom and after the date hereof, Seller shall not, and it shall direct and use its best commercially reasonable efforts to cause the Subsidiaries, Conning, the Conning Subsidiaries, RGA and the RGA Subsidiaries, and each of their respective Representatives officers, directors, employees, agents, advisors or other representatives (as defined in Section 9.11each, a "Representative") not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all solicit, initiate or knowingly encourage the submission of any significant portion of the assets of the Company and its Subsidiaries taken Proposal (as a wholedefined below), (ii) 10% participate in any discussions or more of the outstanding shares of Company Common Stock 41 42 negotiations regarding, or furnish to any Person any non-public information with respect to, any Proposal or Alternative Transaction (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"defined below), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations other than with any parties with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) 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 negotiations or discussions are sought to be initiated or continued with, it or any of such persons or groupsBuyer; provided, however, that nothing contained to the extent required by the fiduciary obligations of Seller's Board of Directors, as determined in this Section 5.02 shall prohibit the good faith by Seller's Board of Directors following consultation with outside counsel, or at the direction of the Company from Department or the Reorganization Proceeding, if Seller receives an unsolicited proposal with respect to a Control Transaction (i) furnishing information to as defined below), Seller may participate in such discussions or negotiations or furnish (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the Company, based on advice from outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information toin response to such Proposal or, subject to Section 11.3, authorize, engage in or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative such Control Transaction. Seller will advise Buyer of, and communicate to Buyer the terms of, any Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effectSeller, the Company shall not enter into Company, any agreement with of the Subsidiaries or any person of their respective Representatives, or, if known by the Company, RGA, any of the RGA Subsidiaries, Conning or group that provides forany of the Conning Subsidiaries, may receive unless the terms of such Proposal prohibit such disclosure, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under otherwise directed by the circumstances described above)), or (z) affect any other obligation of the Company under this AgreementDirector.

No Solicitations. Prior to From and after the Effective Timedate hereof, the Company agrees (a) that neither it nor each party hereto shall not, and shall cause its subsidiaries not to, and shall not authorize or permit any of its Subsidiaries Representatives to, directly or other affiliates shall, and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not toindirectly, initiate, solicit or encourage, directly encourage (including by way of furnishing information) or indirectly, take any other action to facilitate knowingly any inquiries or the making or implementation of any offer or proposal which constitutes or offer (including, without limitationis reasonably likely to lead to, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction Business Combination (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, (ii) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"defined below), or or, in the event of an unsolicited Business Combination proposal, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, to any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) 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 negotiations or discussions are sought to be initiated or continued with, it or any of such persons or groupsBusiness Combination; provided, however, that nothing contained 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 this Section 5.02 shall prohibit the Board case of Directors Sierra Pacific, or the Nevada Power Stockholders' Approval, in the case of the Company from Nevada Power, has been obtained, (i) furnishing information to (but only pursuant to a confidentiality agreement engage in customary form) or entering into discussions or negotiations with a third party who (without any person solicitation, initiation, encouragement, discussion or group that makes an unsolicited bona fide Alternative Proposalnegotiation, 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 prior to receipt of the Company Shareholder Approvalthat, (AA)(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 of or the Company, based on advice from outside counsel, determines in good faith that such action is required for the Nevada Power Board of Directors to comply with its fiduciary duties to shareholders imposed by lawDirectors, (B) as the Board of Directors has case may be, reasonably concluded believes in good faith, after consultation with its financial advisoradvisors, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is may be more favorable to the Company's shareholders stockholders of such party than the MergerMergers and (y) the Board of Directors of Sierra Pacific or Nevada Power, as the case may be, shall have determined in good faith, after consultation with its financial advisors and outside counsel, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties under applicable law and (CB) prior to furnishing such information to, or entering into discussions negotiations with or negotiations withaccepting the Business Combination proposal from, such person third party, Sierra Pacific or groupNevada Power, as the Company case may be, (x) provides written prompt notice to Parent Sierra Pacific or Nevada Power, as the case may be, to the effect that it is furnishing information to, to or entering into discussions or negotiations with, with such person or group, which notice shall identify such person or group in reasonable detail, third party and (Dy) 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 Company keeps Parent reasonably informed of terms contained in the status of any Confidentiality Agreement, and, prior to accepting the Business Combination proposal from such discussions third party, terminates this Agreement pursuant to Section 9.1(e) or negotiations; by Section 9.1(f), as applicable and (ii) to the extent required, complying comply with Rule Rules 14d-9 and 14e-2 promulgated under the Exchange Act Act. Each party hereto shall notify the other party orally and in writing of any such 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 the other party informed of the status and details of any such inquiry, offer or proposal, and shall give the other party five day's advance notice of any agreement to be entered into with regard or any information to an Alternative Proposalbe supplied to any person making such inquiry, offer or proposal. Nothing Each party hereto shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any parties conducted heretofore with respect to any Business Combination. As used in this Section 5.02 7.12, "Business Combination" shall (x) permit the Company mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving any party to terminate this Agreement or any of its subsidiaries, or any proposal or offer (except as specifically provided in Article VIII)each case, (ywhether or not in writing and whether or not delivered to the stockholders of a party generally) permit to acquire in any manner, directly or indirectly, a substantial equity interest in or a substantial portion of the Company assets of any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as or any of its subsidiaries, other than pursuant to the transactions contemplated by this Agreement remains in effect, the Company shall not enter into or any agreement with any person spinoff or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreementsimilar transaction.

No Solicitations. Prior to the Effective Time, the Company agrees (a) that neither it nor any of its Subsidiaries or other affiliates shallFrom and after the date hereof, Seller shall not, and it shall direct and use its best commercially reasonable efforts to cause the Subsidiaries, Conning, the Conning Subsidiaries, RGA and the RGA Subsidiaries, and each of their respective Representatives officers, directors, employees, agents, advisors or other representatives (as defined in Section 9.11each, a "Representative") not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all solicit, initiate or knowingly encourage the submission of any significant portion of the assets of the Company and its Subsidiaries taken Proposal (as a wholedefined below), (ii) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with regarding, or furnish to any parties Person any non-public information with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Parent immediately if any such inquiries, proposals or offers are received byto, any such information is requested fromProposal or Alternative Transaction (as defined below), or any such negotiations or discussions are sought to be initiated or continued with, it or any of such persons or groupsother than with Buyer; provided, however, that nothing contained to the extent required by the fiduciary obligations of Seller's Board of Directors, as determined in this Section 5.02 shall prohibit the good faith by Seller's Board of Directors following consultation with outside counsel, or at the direction of the Company from Department or the Reorganization Proceeding, if Seller receives an unsolicited proposal with respect to a Control Transaction (i) furnishing information to as defined below), Seller may participate in such discussions or negotiations or furnish (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the Company, based on advice from outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information toin response to such Proposal or, subject to Section 11.3, authorize, engage in or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative such Control Transaction. Seller will advise Buyer of, and communicate to Buyer the terms of, any Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effectSeller, the Company shall not enter into Company, any agreement with of the Subsidiaries or any person of their respective Representatives, or, if known by the Company, RGA, any of the RGA Subsidiaries, Conning or group that provides forany of the Conning Subsidiaries, may receive unless the terms of such Proposal prohibit such disclosure, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under otherwise directed by the circumstances described above)), or (z) affect any other obligation of the Company under this AgreementDirector.

No Solicitations. Prior Subject to the Effective Timefourth sentence of this Section 7.11, the Company agrees neither party hereto shall, nor shall each such party permit its subsidiaries or any of its Representatives to, (a) that neither it nor any of its Subsidiaries directly or other affiliates shall, and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not toindirectly, initiate, solicit or encourage, or take any action to facilitate the making of any offer or proposal that constitutes or is reasonably likely to lead to any Takeover Proposal (as defined below), or (b) directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, (ii) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, to any person or group relating to an Alternative Proposal any Takeover Proposal. Each party shall notify the other orally and in writing of any such inquiries, offers or proposals (excluding including, without limitation, the transactions contemplated by this Agreement)terms and conditions of any such proposal and the identity of the person making it) within 24 hours of the receipt thereof and shall give the other five (5) 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 otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will 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 persons conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) 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 negotiations or discussions are sought to be initiated or continued with, it or any of such persons or groups; provided, however, that nothing contained Takeover Proposal. Notwithstanding anything in this Section 5.02 shall prohibit 7.11 to the Board contrary, in response to an unsolicited Takeover Proposal for the acquisition, directly or indirectly, of Directors 50% or more of the Company combined voting power of the shares of NCE Common Stock or NSP Common Stock, as the case may be, or all or substantially all of the assets of such party and its subsidiaries, taken as a whole, and which did not result from a breach of this Section 7.11, unless the NSP Shareholders' Approval and the NCE Shareholders' Approval have both been obtained, NSP or NCE may (i) furnishing information to (but only pursuant to a confidentiality agreement participate in customary form) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative regarding the Takeover Proposal, ifand (ii) furnish information to, and afford access to the properties, books and records of such party and its subsidiaries to the person making the Takeover Proposal with respect to such party by such person, if but only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the Company, based on advice from outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors party has reasonably concluded in good faith, faith (after consultation with its financial advisor, advisors) that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative the Takeover Proposal will have adequate sources of financing to consummate such Alternative the Takeover Proposal and (2) such Acquisition that the Takeover Proposal could reasonably lead to a transaction that is more favorable to the Companysuch party's shareholders than the Merger, (CB) prior the Board of Directors of such party shall have determined in good faith, based on advice of outside counsel with respect to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent Board's fiduciary duties under applicable law with respect to the effect proposed Takeover Proposal and such other matters as such Board deems relevant, that it is furnishing information tonecessary to do so in order to act in a manner consistent with its fiduciary duties to its shareholders, or entering and (C) such party has entered into discussions or negotiations with, such person or group, which notice shall identify such a confidentiality agreement with the person or group in reasonable detailmaking the Takeover Proposal containing terms and conditions no less favorable to such party than the Confidentiality Agreement, and (D) it being understood that nothing herein to the Company keeps Parent reasonably informed contrary shall restrict the Board of Directors of NSP or the status Board of Directors of NCE, as the case may be, from exercising its authority under any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposalconfidentiality agreement as it may deem appropriate. Nothing As used in this Section 5.02 7.11, "Takeover Proposal" shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement mean with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effectNCE or NSP means any inquiry, the Company shall not enter into any agreement with proposal or offer from any person relating to any direct or group indirect acquisition or purchase of a business that provides forconstitutes 15% or more of the net revenues, net income or the assets of NCE and its subsidiaries, taken as a whole, or in NSP and it subsidiaries, taken as a whole, as applicable, or 15% or more of any way facilitatesclass of equity securities of NCE or any of its Significant Subsidiaries or NSP or any of its Significant Subsidiaries, an Alternative Proposal (as applicable, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving NCE or any of its Significant Subsidiaries or NSP or any of its Significant Subsidiaries, as applicable, other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under transactions contemplated by this Agreement.

No Solicitations. Prior to the Effective TimeClosing date or until the termination of this Agreement, no director, employee or agent of the Company agrees Company, without the prior approval of the Representative, shall (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not to, initiate, solicit or encourage, directly or indirectly), any (i) solicit or initiate inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) proposals with respect to, or (ii) provided that there is no breach of the terms of Section 7.06(i) and except to a mergerthe extent determined by the Board of Directors of the Company in good faith, consolidation or other business combination including after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties to the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a wholeshareholders, (ii) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of furnish any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal")information relating to, or engage participate in any negotiations or discussions concerning, any Acquisition Transaction (as defined in Section 9.01[f]) or provide any confidential information other acquisition or data topurchase of all or a substantial portion of its assets, or have of a substantial equity interest in it or withdraw its recommendation to the shareholders of the Company, or make a recommendation of any discussions withother Acquisition Transaction, or any person or group relating to an Alternative Proposal (excluding the transactions other business combination with it, other than as contemplated by this AgreementAgreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its officers, or otherwise facilitate any effort or attempt directors, agents and affiliates to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to refrain from doing any of the foregoingabove, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Parent the Representative immediately if any such inquiries, inquiries or proposals or offers are received byby it, any such information is requested fromfrom it, or any such negotiations or discussions are sought to be initiated or continued with, with it or any of such persons or groupsits officers, directors, agents and affiliates; provided, however, that nothing contained in this Section 5.02 herein shall be deemed to prohibit the Board of Directors any officer or director of the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with taking any person or group action that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the Company, based on advice from outside counseldetermines, determines in good faith that such action after consultation with and receipt of a written opinion of counsel, is required for the Board of Directors by law or is required to comply with its discharge his fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreementits shareholders.

No Solicitations. Prior (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 prior to the Effective Timedate 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 agrees (a) that neither it nor shall not, and shall not authorize or permit any of its Subsidiaries officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other affiliates shall, and advisor or Representative retained by it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making or implementation of any proposal that constitutes an Acquisition Proposal or offer (including, without limitation, any inquiries or making of any proposal that constitutes, or offer may 37 44 reasonably be expected to its shareholders) with respect to a mergerlead to, consolidation an Acquisition Proposal, or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, (ii) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) 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 negotiations or discussions are sought to be initiated or continued with, it or any of such persons or groupsregarding an Acquisition Proposal; provided, however, that nothing contained in this Section 5.02 shall prohibit the Board of Directors of subject to compliance by the Company from (i) furnishing with the provisions of Section 7.1(b), the Company Board may furnish information to (but only pursuant to a confidentiality agreement in customary form) to, or entering enter into discussions or negotiations with with, any person or group that makes an unsolicited bona fide Alternative Proposal, written Acquisition Proposal if, and only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the CompanyCompany Board, based on advice from after consultation with its outside legal counsel, determines in good faith that such action is required necessary for the Company Board of Directors to comply with its fiduciary duties to shareholders imposed by 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 of Directors has reasonably concluded in good faith, after consultation with its 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 (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to Proposal, based upon such matters as it deems relevant (including consultation with a nationally recognized financial advisor) would, if consummated, result in a transaction that is more favorable to the Company's shareholders stockholders from a financial point of view than the MergerMerger (any such more favorable Acquisition Proposal being referred to herein as a "Superior Proposal"), (CD) the Company receives from such person an executed confidentiality agreement in reasonably customary form and (E) at least three (3) business days prior to furnishing taking such information to, or entering into discussions or negotiations with, such person or groupaction, the Company provides shall provide written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, taking such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreementaction.

No Solicitations. Prior to From and after the Effective Timedate hereof, Seller, without the Company agrees (a) that neither it nor prior written consent of Buyer, will not, and will not authorize any of its Subsidiaries or any of its Subsidiaries' officers, employees, directors, stockholders or other affiliates shall, and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not representatives to, initiate, solicit or encourage, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making or implementation of any proposal that constitutes or offer could be reasonably expected to lead to 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 (includinga) 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 limitationany solicitation, any proposal initiation, encouragement, discussion or offer to its shareholders) negotiation, directly or indirectly, by or with respect to a merger, consolidation or other business combination including the Company Seller or any of its Subsidiaries or any acquisition officer, employee, director, stockholder or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase other representative of (i) all Seller or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, (iiafter the date hereof) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any seeks to initiate such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any of and may furnish such third party information concerning the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) 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 negotiations or discussions are sought to be initiated or continued with, it or any of such persons or groups; provided, however, that nothing contained in this Section 5.02 shall prohibit the Board of Directors of the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, Entertainment Companies if, and only to the extent that prior to receipt of the Company Shareholder Approvalthat, (Ai) the Board of Directors of the Company, based on advice from outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit such third party has first made, after the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitatesdate 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 (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation as determined in good faith in each case by Seller's Board of the Company under this Agreement.Directors after consultation with its

No Solicitations. Prior to the Effective TimeTime or until the termination of this Agreement, the Company agrees (a) that neither it nor any no member of its Subsidiaries or other affiliates Citizens' consolidated group shall, without the prior approval of Whitney, directly or indirectly, solicit or initiate inquiries or proposals with respect to, or, except to the extent determined by the Board of Directors of Citizens in good faith, after consultation with its financial advisors and it shall use its best efforts legal counsel, to cause their respective Representatives be required to discharge properly the directors' fiduciary duties to Citizens' consolidated group and its shareholders, furnish any information relating to, or participate in any negotiations or discussions concerning, any Acquisition Transaction (as defined in Section 9.117.01) not toor any other acquisition or purchase of all or a substantial portion of its assets, initiate, solicit or encourage, directly of a substantial equity interest in it or indirectly, any inquiries withdraw its recommendation to the shareholders of Citizens of the Mergers or the making or implementation make a recommendation of any proposal other Acquisition Transaction, or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (includingwith it, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken other than as a whole, (ii) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this AgreementAgreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement in form and substance as to confidentiality substantially the same as the confidentiality agreement between Citizens and Whitney); and each such member shall instruct its officers, or otherwise facilitate any effort or attempt directors, agents and affiliates to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to refrain from doing any of the foregoingabove, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Parent Whitney immediately if any such inquiries, inquiries or proposals or offers are received byby it, any such information is requested fromfrom it, or any such negotiations or discussions are sought to be initiated or continued with, with it or any of such persons or groupsits officers, directors, agents and affiliates; provided, however, that nothing contained in this Section 5.02 herein shall be deemed to prohibit any officer or director of Citizens or the Bank from taking any action that the Board of Directors of Citizens or the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative ProposalBank, ifas the case may be, and only to the extent that prior to receipt of the Company Shareholder Approvaldetermines, (A) the Board of Directors of the Company, based on advice from outside counsel, determines in good faith that such action after consultation with and receipt of an opinion of counsel, is required for the Board of Directors by law or is required to comply with its discharge his fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with Citizens' consolidated group and its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreementshareholders.

No Solicitations. Prior to (a) From and after the Effective Timedate hereof until the termination of this Agreement, the Company agrees (a) that neither it nor any of its Subsidiaries or other affiliates shallshall not, and it shall use cause each of the Company Subsidiaries and its best efforts to cause and their respective Representatives (as defined in Section 9.11) not toofficers, initiatedirectors, solicit employees, representatives, agents or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer affiliates (including, without limitation, any proposal investment banker, attorney or offer to its shareholders) with respect to a merger, consolidation or other business combination including accountant retained by the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a wholeSubsidiaries) not to, directly or indirectly, invite, initiate, solicit or knowingly encourage (ii) 10% including by way of furnishing non-public information or more of assistance), any inquiries or the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock making of any Subsidiary of the Company proposal that constitutes any Acquisition Proposal (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"defined below), or engage in any negotiations concerning, enter into or provide any confidential information maintain or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, continue discussions or negotiations with any parties with respect person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its respective officers, directors or employees or any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, Company Subsidiaries or any such negotiations investment banker, financial advisor, attorney, accountant or discussions are sought to be initiated or continued with, other representative retained by it or any of the Company Subsidiaries to take any such persons or groupsaction; provided, however, that nothing contained in this Section 5.02 6.04 shall prohibit the Board of Directors Board, or any of the Company Company's financial advisors or attorneys, officers, directors from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the Company, based on advice from outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing Acquisition Proposal or (ii) (A) providing information in this Section 5.02 shall (x) permit response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal if prior to providing such information the Board informs such person in writing of the existence and the material terms of the Company Stockholders Agreement and receives from such person an executed confidentiality agreement on terms substantially equivalent to terminate this those contained in the Confidentiality Agreement (except as specifically provided defined in Article VIIISection 7.01); (B) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (yB) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect or (it being agreed that for so long as this Agreement remains in effectC) above, the Company shall not enter into any agreement Board determines in good faith after consultation with any person or group that provides for, or in any way facilitates, an Alternative Proposal independent legal counsel (other than a confidentiality agreement under who may be the circumstances described above)), or (z) affect any other obligation of the Company under this Agreement.Company's regularly engaged legal

No Solicitations. Prior to Until the Effective Timeearlier of the Closing and the termination of this Agreement, the Company agrees (a) that neither it nor Founders will not, and will not permit the officers or directors of the Issuer or any Subsidiary or any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause their respective Representatives Affiliates, agents or representatives to, (as defined in Section 9.11i) not tosolicit, initiate, solicit encourage, conduct or encourageengage in any discussion or enter into any agreement or understanding, with any other Person regarding the transfer, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, (ii) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of the Issuer or any Subsidiary or any material portion of the Company Issuer's or any Subsidiary's assets or (ii) disclose any such proposal nonpublic information relating to the Issuer or offer being hereinafter referred any Subsidiary or afford access to as an "Alternative Proposal")the properties, books or records of, or engage in any negotiations concerning, or provide any confidential information or data relating to, the Issuer or have any discussions withSubsidiary, to any person other Person or group relating to an Alternative Proposal (excluding entity that the transactions contemplated by this Agreement), Issuer or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause Founder believes to be terminated considering acquiring an interest in the Issuer or any existing activities, discussions Subsidiary. If the Issuer or negotiations with any parties Founder becomes aware of any inquiry or request by another Person with respect to any such transfer or disclosure, the Issuer or the Founder, as the case may be, shall promptly notify the DLJ Buyers of such inquiry, indicate the identity of the foregoing, offeror and it will take the necessary steps to inform such parties terms and conditions of its obligations under this Section; and (c) that it will notify Parent immediately if any such inquiries, proposals or offers are received byor the nature of any inquiries or contacts, and thereafter keep the DLJ Buyers informed, on a current basis, of the status and terms of any such information is requested proposals or offers. The Issuer and the Founders shall not (and shall not permit any Subsidiary to) release any third party from, or waive any such negotiations provision of, any confidentiality or discussions are sought standstill agreement relating to be initiated or continued with, it the Issuer or any of such persons Subsidiary to which the Issuer or groups; provided, however, that nothing contained in this Section 5.02 shall prohibit the Board of Directors of the Company from (i) furnishing information to (but only pursuant to any Subsidiary is a confidentiality agreement in customary form) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the Company, based on advice from outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreementparty.

No Solicitations. Prior to From the date of this Agreement until the Effective TimeTime or, if earlier, the termination of this Agreement in accordance with its terms, the Company agrees (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not to, knowingly initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, (ii) 10% or more of the outstanding shares of Company Common Stock Shares or (iii) 10% of the outstanding capital shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such confidential information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it or any of such persons or groups; providedpersons. Notwithstanding the foregoing, however, that nothing contained in this Section 5.02 shall prohibit the Board of Directors of the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary formform and having terms and conditions no less favorable to the Company than the Confidentiality Agreement (as defined in Section 6.01)) or entering into discussions or negotiations with with, any person or group that makes an unsolicited bona fide written Alternative Proposal, if, and only to the extent that that, prior to receipt of the Company Shareholder Shareholders' Approval, (A) the Board of Directors of the Company, after consultation and based on advice from of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person is or group making such Alternative Proposal will have adequate sources of financing is reasonably likely to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is be more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (D) the Company keeps Parent reasonably informed of the status and substance of any such discussions or negotiations; and (ii) to the extent required, complying disclosing to the Company's shareholders a position with Rule 14e-2 promulgated respect to a tender or exchange offer by a third party pursuant to applicable rules under the Exchange Act with regard to an Alternative ProposalProposal or from making any similar disclosure to the extent required by applicable law. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreement.

No Solicitations. Prior (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that could reasonably be expected to the Effective Timelead to, an Acquisition Proposal (as hereinafter defined). Except as explicitly permitted hereunder, the Company agrees (a) that neither it nor shall not, and shall not authorize or permit any of its Subsidiaries officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other affiliates shall, and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not to, initiate, solicit or encouragerepresentative retained by it, directly or indirectly, to (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a wholethat constitutes an Acquisition Proposal, (ii) 10% participate in any discussions or more of the outstanding shares of Company Common Stock negotiations regarding an Acquisition Proposal or (iii) 10% of the outstanding shares of the capital stock of enter into any Subsidiary of the Company (any such proposal agreements, definitive or offer being hereinafter referred to as otherwise, regarding an "Alternative Acquisition Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) 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 negotiations or discussions are sought to be initiated or continued with, it or any of such persons or groups; provided, however, that nothing contained in this Section 5.02 shall prohibit the Board of Directors of the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with that, at any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only time prior to the extent that prior to receipt approval of this Agreement by the Company Shareholder Approval, (A) the Board of Directors shareholders of the Company, if the Company receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.5(a), the Company may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Proposal and may participate in discussions and negotiations regarding such Acquisition Proposal if the Company Board determines (A) based on the advice from outside of legal counsel, determines in good faith that such action is required for the Board of Directors failure to comply do so would be inconsistent with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and (2) such Acquisition Proposal could reasonably lead to a transaction that is more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detailunder applicable law, and (DB) the Company keeps Parent that such Acquisition Proposal is reasonably informed of the status of any such discussions or negotiations; and (ii) likely to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard lead to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative a Superior Acquisition Proposal (other than a confidentiality agreement under the circumstances described aboveas defined below)), or (z) affect any other obligation of the Company under this Agreement.