Common use of Other Offers, etc Clause in Contracts

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the Seller’s Board shall have determined in good faith, after consultation with the Seller Financial Advisors and the Seller’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed on a prompt basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller First South Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, solicit or initiate, or knowingly encourage, induce, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller First South Shareholder Vote, this Section 6.3 7.3 shall not prohibit a Seller First South Entity from furnishing nonpublic information regarding any Seller First South Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller First South Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the SellerFirst South’s Board shall have determined in good faith, after consultation with the Seller First South Financial Advisors Advisor and the SellerFirst South’s outside counsel, that such Acquisition Proposal constitutes or is could reasonably likely be expected to result in a Superior Proposal, (C) the SellerFirst South’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller First South and its shareholders, (D) (1) at least five two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller First South gives Buyer Carolina Financial written notice (which may be by electronic mail) of the identity of such Person or Group and of SellerFirst South’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller First South receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller First South furnishes such nonpublic information to Buyer Carolina Financial (to the extent such nonpublic information has not been previously furnished by Seller First South to BuyerCarolina Financial). In addition to the foregoing, Seller First South shall provide Buyer Carolina Financial with at least five two business days’ prior written notice of a meeting of the SellerFirst South’s Board at which meeting the SellerFirst South’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller First South shall keep Buyer Carolina Financial reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller First South set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller First South become aware thereof, Seller First South shall advise Buyer Carolina Financial of any request received by Seller First South for nonpublic information which Seller First South reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller First South shall keep Buyer Carolina Financial informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller First South shall, and shall cause its and its Subsidiaryeach First South Entity’s directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from (i) complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, however, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement; (ii) making any disclosure to First South’s shareholders if First South’s Board determines in good faith, after consultation with its outside legal counsel, that the failure to make such disclosure would be reasonably likely to be inconsistent with applicable Law, (iii) informing any Person of the existence of the provisions contained in this Section 7.3 or (iv) making any “stop, look and listen” communication to First South’s shareholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to First South’s shareholders).

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, or knowingly facilitate induce the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 7.1(b), approve, endorse, or recommend any Acquisition Proposal, or (iv) subject to Section 7.1(b), enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 7.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)7.3, (B) the Seller’s Board shall have determined in good faith, after consultation with board of directors of the Seller determines in its good faith judgment (based on, among other things, the advice of Seller Financial Advisors and the Seller’s outside counsel, Advisor) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board board of directors of the Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 7.3, to the shareholders of the Seller under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, the Seller gives the Buyer written notice of the identity of such Person or Group and of the Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) the Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, the Seller furnishes such nonpublic information to the Buyer (to the extent such nonpublic information has not been previously furnished by the Seller to the Buyer). In addition to the foregoing, the Seller shall provide the Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board board of directors of the Seller at which meeting the Seller’s Board board of directors of the Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that the Seller hereby agrees promptly to provide to the Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of the Seller set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of the Seller become aware thereof, the Seller shall advise the Buyer of any request received by the Seller for nonpublic information which the Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. The Seller shall keep the Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) The Seller shall, and shall cause its and its Subsidiary’s Subsidiaries directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller BFTL Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, or initiate, or knowingly encourage, induce, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller BFTL Shareholder Vote, this Section 6.3 7.3 shall not prohibit a Seller BFTL Entity from furnishing nonpublic information regarding any Seller BFTL Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller BFTL Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the SellerBFTL’s Board of Directors shall have determined in good faith, after consultation with the Seller BFTL Financial Advisors Advisor and the SellerBFTL’s outside counsel, that such Acquisition Proposal constitutes or is could reasonably likely be expected to result in a Superior Proposal, (C) the SellerBFTL’s Board of Directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller BFTL and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller BFTL gives Buyer Parent written notice of the identity of such Person or Group and of SellerBFTL’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller BFTL receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller BFTL furnishes such nonpublic information to Buyer Parent (to the extent such nonpublic information has not been previously furnished by Seller BFTL to BuyerParent). In addition to the foregoing, Seller BFTL shall provide Buyer Parent with at least five business days’ prior written notice of a meeting of the SellerBFTL’s Board of Directors at which meeting the SellerBFTL’s Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller BFTL shall keep Buyer Parent reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller BFTL set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller BFTL become aware thereof, Seller BFTL shall advise Buyer Parent of any request received by Seller BFTL for nonpublic information which Seller BFTL reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller BFTL shall keep Buyer Parent informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller BFTL shall, and shall cause its and its Subsidiaryeach BFTL Entity’s directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date Neither CBAC nor any TFC Entity shall, nor shall either Party authorize or permit any of this Agreement through the first to occur of the Effective Time their respective Affiliates or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.3(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any definitive agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.3 shall not prohibit a Seller Entity either Party from furnishing nonpublic information regarding itself and in the case of TFC, any Seller Entity toTFC Entity, to or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller neither CBAC nor any TFC Entity or Representative their respective Representatives or Affiliate thereof Affiliates, as applicable, shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.3, (B) the Seller’s Board shall have determined of Directors of CBAC or TFC, as the case may be, in its good faithfaith judgment (based on, after consultation with among other things, the Seller advice of CBAC Financial Advisors and the Seller’s outside counselAdvisor or TFC Financial Advisor, as applicable, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board of Directors of CBAC or TFC, as the case may be, concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.3, to the stockholders of CBAC or TFC, as the case may be, under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller the Party gives Buyer the other Party written notice of the identity of such Person or Group and of Sellersuch Party’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller such Party receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller such Party furnishes such nonpublic information to Buyer the other Party (to the extent such nonpublic information has not been previously furnished by Seller to Buyersuch Party). In addition to the foregoing, Seller such Party shall provide Buyer the other Party with at least five business days’ prior written notice of a meeting of the Seller’s its Board of Directors at which meeting the Seller’s such Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal of CBAC or TFC, as the case may be, to its shareholders, stockholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that such Party hereby agrees promptly to provide to the other Party any revised documentation and material terms of any definitive agreement relating to such Acquisition Superior Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.38.3, as promptly as practicable, after any of the directors or executive officers of Seller CBAC or TFC, as the case may be, become aware thereof, Seller the applicable Party shall advise Buyer the other Party of (x) any request received by Seller it for nonpublic information which Seller such Party reasonably believes could lead to an Acquisition Proposal or of (y) any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Each Party shall keep Buyer the other Party informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller CBAC and each TFC Entity shall, and shall cause its and its Subsidiary’s their respective directors, officers, employees, employees and Representatives, Representatives to immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal; provided that, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date Neither SPAH nor any FFC Entity shall, nor shall either Party authorize or permit any of this Agreement through the first to occur of the Effective Time their respective Affiliates or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.3(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any definitive agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.3 shall not prohibit a Seller Entity either Party from furnishing nonpublic information regarding itself and in the case of FFC, any Seller Entity toFFC Entity, to or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller neither SPAH nor any FFC Entity or Representative their respective Representatives or Affiliate thereof Affiliates, as applicable, shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.3, (B) the Seller’s Board shall have determined of Directors of SPAH or FFC, as the case may be, in its good faithfaith judgment (based on, after consultation with among other things, the Seller Financial Advisors and advice of their respective independent financial advisors, including for FFC, Sandler X’Xxxxx, or such other independent financial advisor as the Seller’s outside counselFFC Board may select), that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board of Directors of SPAH or FFC, as the case may be, concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.3, to the stockholders of SPAH or FFC, as the case may be, under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days Business Days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller the Party gives Buyer the other Party written notice of the identity of such Person or Group and of Sellersuch Party’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller such Party receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller such Party furnishes such nonpublic information to Buyer the other Party (to the extent such nonpublic information has not been previously furnished by Seller to Buyersuch Party). In addition to the foregoing, Seller such Party shall provide Buyer the other Party with at least five business daysBusiness Days’ prior written notice of a meeting of the Seller’s its Board of Directors at which meeting the Seller’s such Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal of SPAH or FFC, as the case may be, to its shareholders, stockholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that such Party hereby agrees promptly to provide to the other Party any revised documentation and material terms of any definitive agreement relating to such Acquisition Superior Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.38.3, as promptly as practicable, after any of the directors or executive officers of Seller SPAH or FFC, as the case may be, become aware thereof, Seller the applicable Party shall advise Buyer the other Party of (x) any request received by Seller it for nonpublic information which Seller such Party reasonably believes could lead to an Acquisition Proposal or of (y) any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Each Party shall keep Buyer the other Party informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller SPAH and each FFC Entity shall, and shall cause its and its Subsidiary’s their respective directors, officers, employees, employees and Representatives, Representatives to immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal; provided that, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Touchstone Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, or initiate, or knowingly encourage, induce, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3 or to clarify the terms and conditions of an unsolicited Acquisition Proposal) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Touchstone Shareholder Vote, this Section 6.3 7.3 shall not prohibit a Seller Touchstone Entity from furnishing nonpublic information regarding any Seller Touchstone Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Touchstone Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the SellerTouchstone’s Board of Directors shall have determined in good faith, after consultation with the Seller Touchstone Financial Advisors Advisor and the SellerTouchstone’s outside counsel, that such Acquisition Proposal constitutes or is could reasonably likely be expected to result in a Superior Proposal, (C) the SellerTouchstone’s Board of Directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law to the Seller Touchstone and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller Touchstone gives Buyer FXNC written notice of the identity of such Person or Group and of SellerTouchstone’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller Touchstone receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller Touchstone furnishes such nonpublic information to Buyer FXNC (to the extent such nonpublic information has not been previously furnished by Seller Touchstone to BuyerFXNC). In addition to the foregoing, Seller Touchstone shall provide Buyer FXNC with at least five business days’ prior written notice of a meeting of the SellerTouchstone’s Board of Directors at which meeting the SellerTouchstone’s Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller Touchstone shall keep Buyer FXNC reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller Touchstone set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller Touchstone become aware thereof, Seller Touchstone shall advise Buyer FXNC of any request received by Seller Touchstone for nonpublic information which Seller Touchstone reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Touchstone shall keep Buyer FXNC informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller Touchstone shall, and shall cause its and its Subsidiaryeach Touchstone Entity’s directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller CLBH Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, or encourage, induce, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite Seller CLBH Shareholder VoteApproval, this Section 6.3 7.3 shall not prohibit a Seller CLBH Entity from furnishing nonpublic information regarding any Seller CLBH Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller CLBH Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the SellerCLBH’s Board board of directors shall have determined in good faith, after consultation with the Seller CLBH Financial Advisors Advisor and the SellerCLBH’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerCLBH’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller CLBH and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller CLBH receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller CLBH furnishes such nonpublic information to Buyer FBNC (to the extent such nonpublic information has not been previously furnished by Seller CLBH to BuyerFBNC). In addition to the foregoing, Seller CLBH shall provide Buyer FBNC with at least five business two days’ prior written notice of a meeting of the SellerCLBH’s Board board of directors at which meeting the SellerCLBH’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller CLBH shall keep Buyer FBNC reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller CLBH set forth in this Section 6.37.3, as promptly as reasonably practicable, after any of the directors or executive officers of Seller CLBH become aware thereof, Seller CLBH shall advise Buyer FBNC of any request received by Seller CLBH for nonpublic information which Seller CLBH reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller CLBH shall keep Buyer FBNC informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller Except as specifically permitted under Section 7.3(a), CLBH shall, and shall use its commercially reasonable efforts to cause its and its Subsidiary’s directors, officers, employees, and RepresentativesRepresentatives to, to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from (i) complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement; (ii) making any disclosure to CLBH’s shareholders if CLBH’s board of directors determines in good faith, after consultation with its outside legal counsel, that the failure to make such disclosure would be reasonably likely to be inconsistent with applicable Law, (iii) informing any Person of the existence of the provisions contained in this Section 7.3 or (iv) making any “stop, look and listen” communication to CLBH’s shareholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to CLBH’s shareholders).

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity PLMT shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, solicit or initiate, encourage, induce, or knowingly facilitate encourage, induce or facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third third-party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller PLMT Shareholder VoteApproval, this Section 6.3 7.3 shall not prohibit a Seller PLMT Entity from furnishing nonpublic information regarding any Seller PLMT Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller the Acquisition Proposal did not result from a breach of this Section 7.3 by any PLMT Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposalor immaterial), (B) the SellerPLMT’s Board board of directors shall have determined in good faith, after consultation with the Seller Financial Advisors its financial advisors and the Seller’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerPLMT’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller PLMT and its shareholders, (D) (1) at least five business days prior to PLMT gives Parent prompt (but in no event alter than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of PLMT’s receipt of any Acquisition Proposal (which notice shall include the identity of such Person or Group) and (y) of PLMT’s furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller PLMT receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party PLMT than the confidentiality terms of this Agreementthe mutual non-disclosure agreement entered into by the Bank and Parent dated as of February 9, 2015, and (E) contemporaneously with or promptly after furnishing any such nonpublic information to such Person or Group, Seller PLMT furnishes such nonpublic information to Buyer Parent (to the extent such nonpublic information has not been previously furnished by Seller PLMT to BuyerParent). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller PLMT shall keep Buyer Parent reasonably informed on a prompt basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller PLMT set forth in this Section 6.37.3, as promptly as reasonably practicable, after any of the directors or executive officers of Seller PLMT become aware thereof, Seller PLMT shall advise Buyer Parent of any request received by Seller PLMT for nonpublic information which Seller reasonably PLMT believes could lead is related to an Acquisition Proposal or of any a potential Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller PLMT shall keep Buyer Parent informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller PLMT shall, and shall cause its and its Subsidiary’s Subsidiaries, directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal (other than to advise them of the existence of this Agreement) and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate Proposal or modify the effect that any action pursuant to such Rule would otherwise have with its fiduciary duties under this Agreementapplicable Law.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Cornerstone Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Cornerstone Shareholder Vote, this Section 6.3 7.3 shall not prohibit a Seller Cornerstone Entity from furnishing nonpublic information regarding any Seller Cornerstone Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Cornerstone Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the SellerCornerstone’s Board of Directors shall have determined in good faith, after consultation with the Seller Cornerstone Financial Advisors Advisor and the SellerCornerstone’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerCornerstone’s Board of Directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller Cornerstone and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller Cornerstone gives Buyer Parent written notice of the identity of such Person or Group and of SellerCornerstone’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller Cornerstone receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller Cornerstone furnishes such nonpublic information to Buyer Parent (to the extent such nonpublic information has not been previously furnished by Seller Cornerstone to BuyerParent). In addition to the foregoing, Seller Cornerstone shall provide Buyer Parent with at least five business days’ prior written notice of a meeting of the SellerCornerstone’s Board of Directors at which meeting the SellerCornerstone’s Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller Cornerstone shall keep Buyer Parent reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller Cornerstone set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller Cornerstone become aware thereof, Seller Cornerstone shall advise Buyer Parent of any request received by Seller Cornerstone for nonpublic information which Seller Cornerstone reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Cornerstone shall keep Buyer Parent informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller As of the date hereof, Cornerstone shall, and shall cause its and its Subsidiary’s directors, officers, employees, and RepresentativesRepresentatives to, to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller ASBB Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, or encourage, induce, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite Seller ASBB Shareholder VoteApproval, this Section 6.3 7.3 shall not prohibit a Seller ASBB Entity from furnishing nonpublic information regarding any Seller ASBB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller ASBB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the SellerASBB’s Board board of directors shall have determined in good faith, after consultation with the Seller ASBB Financial Advisors Advisor (or such other financial advisor as ASBB may use) and the Seller’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerASBB’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller ASBB and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller ASBB receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller ASBB furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller ASBB to Buyer). In addition to the foregoing, Seller ASBB shall provide Buyer with at least five business two days’ prior written notice of a meeting of the SellerASBB’s Board board of directors at which meeting the SellerASBB’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller ASBB shall keep Buyer reasonably informed on a prompt basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller ASBB set forth in this Section 6.37.3, as promptly as reasonably practicable, after any of the directors or executive officers of Seller ASBB become aware thereof, Seller ASBB shall advise Buyer of any request received by Seller ASBB for nonpublic information which Seller ASBB reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller ASBB shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller Except as specifically permitted under Section 7.3(a), ASBB shall, and shall use its commercially reasonable efforts to cause its and its Subsidiary’s Subsidiaries’, directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from (i) complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement; (ii) making any disclosure to ASBB’s shareholders if ASBB’s board of directors determines in good faith, after consultation with its outside counsel, that the failure to make such disclosures would be reasonably likely to be inconsistent with applicable Law; (iii) informing any Person of the existence of this provisions contained in this Section 7.3, or (iv) making any “stop, look, and listen” communication to ASBB’s shareholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to ASBB’s shareholders).

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, or knowingly facilitate induce the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide "Group" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Xxxxxxxxxxx Xxxxxxxx, (xxx) subject to Section 7.2(c), approve, endorse, or recommend any Acquisition Proposal, or (iiiiv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 7.2 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)7.2, (B) the Seller’s Board shall have determined board of directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the advice of the Seller Financial Advisors and the Seller’s outside counsel, Advisor that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal), (C) the Seller’s Board board of directors of Seller concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 7.2, to the shareholders of Seller under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s 's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ ' prior written notice of a meeting of the Seller’s Board board of directors of Seller at which meeting the Seller’s Board board of directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller set forth in this Section 6.37.2, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s Subsidiaries directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date No Buyer Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly indirectly: (i) solicit, initiate, encourage, induce, induce or knowingly facilitate encourage the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, ; (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal; (iii) except as expressly permitted in Section 7.2(d), approve, endorse or recommend any Acquisition Proposal, or (iiiiv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 7.2(a) shall not prohibit a Seller Buyer Entity from furnishing nonpublic information regarding any Seller Buyer Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Buyer Entity or Representative or Affiliate thereof shall have violated in any material respect any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), 7.2; (B) the Seller’s Board shall have determined board of directors of Buyer determines in good faith, faith (after consultation with the Seller its outside counsel and Buyer Financial Advisors and the Seller’s outside counsel, Advisor) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, ; (C) the Seller’s Board concludes board of directors of Buyer determines in good faith, after consultation with its outside legal counsel, that the failure to take such action do so would be inconsistent with violate its fiduciary duties to Buyer stockholders under applicable Law to Law, as such duties would exist in the Seller and its shareholdersabsence of this Section 7.2, (D) (1) at least five business days two (2) Business Days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller Buyer gives Buyer Target written notice of the identity of such Person or Group and of SellerBuyer’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller Buyer receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this the Confidentiality Agreement, ; and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller Buyer furnishes such nonpublic information to Buyer Target (to the extent such nonpublic information has not been previously furnished by Seller Buyer to BuyerTarget). In addition to the foregoing, Seller Buyer shall provide Buyer Target with at least five business days’ two (2) Business Days prior written notice of a meeting of the Seller’s Board board of directors of Buyer at which meeting the Seller’s Board board of directors of Buyer is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, stockholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Buyer hereby agrees promptly to provide to Target and material terms of such the Target Members any revised documentation and any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller set forth in this Section 6.3, as As promptly as practicable, and in any event within one (1) Business Day after any of the directors or executive officers of Seller Buyer become aware thereof, Seller Buyer shall advise Buyer Target of any request received by Seller Buyer for nonpublic information which Seller Buyer reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Buyer shall keep Buyer Target informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and The Buyer Entities shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially their respective reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained . Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Agreement Section 7.2, by any Affiliate or Representative of any Buyer Entity shall prevent be deemed to be a Party or its board breach of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.Section 7.2

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller GSB Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, or encourage, induce, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite Seller GSB Shareholder VoteApproval, this Section 6.3 7.3 shall not prohibit a Seller GSB Entity from furnishing nonpublic information regarding any Seller GSB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller GSB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation an unintentional violation that is unintentional and immaterial and did not not, directly or indirectly, result in the submission of such Acquisition Proposal), (B) the SellerGSB’s Board board of directors shall have determined in good faith, after consultation with the Seller GSB Financial Advisors Advisor (or such other financial advisor as GSB may use) and the Seller’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerGSB’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller GSB and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller GSB receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party GSB than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller GSB furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller GSB to Buyer). In addition to the foregoing, Seller GSB shall provide Buyer with at least five business three (3) days’ prior written notice of a meeting of the SellerGSB’s Board board of directors at which meeting the SellerGSB’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller GSB shall keep Buyer reasonably informed on a prompt basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller GSB set forth in this Section 6.37.3, as promptly as reasonably practicable, after any of the directors or executive officers of Seller GSB become aware thereof, Seller GSB shall advise Buyer of any request received by Seller GSB for nonpublic information which Seller GSB reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller GSB shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shallExcept as specifically permitted under Section 7.3(a), GSB shall immediately cease, and shall use its commercially reasonable efforts to cause its and its Subsidiary’s Subsidiaries’ directors, officers, employees, and Representatives, Representatives to immediately cease cease, any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will shall use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from (i) complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement; (ii) making any disclosure to GSB’s shareholders if GSB’s board of directors determines in good faith, after consultation with its outside counsel, that the failure to make such disclosures would be reasonably likely to be inconsistent with applicable Law; (iii) informing any Person of the existence of the provisions contained in this Section 7.3, or (iv) making any “stop, look, and listen” communication to GSB’s shareholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to GSB’s shareholders).

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller SB Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, or encourage, induce, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite Seller SB Shareholder VoteApproval, this Section 6.3 7.3 shall not prohibit a Seller SB Entity from furnishing nonpublic information regarding any Seller SB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller SB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation an unintentional violation that is unintentional and immaterial and did not not, directly or indirectly, result in the submission of such Acquisition Proposal), (B) the SellerSB’s Board board of directors shall have determined in good faith, after consultation with the Seller SB Financial Advisors Advisor (or such other financial advisor as SB may use) and the Seller’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerSB’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller SB and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller SB receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party SB than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller SB furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller SB to Buyer). In addition to the foregoing, Seller SB shall provide Buyer with at least five business three (3) days’ prior written notice of a meeting of the SellerSB’s Board board of directors at which meeting the SellerSB’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller SB shall keep Buyer reasonably informed on a prompt basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, or knowingly facilitate induce the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 7.3(c), approve, endorse, or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 7.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)7.3, (B) the Seller’s Board shall have determined board of directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the advice of the Seller Financial Advisors and the Seller’s outside counsel, Advisor that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal), (C) the Seller’s Board board of directors of Seller concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 7.3, to the shareholders of Seller under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board board of directors of Seller at which meeting the Seller’s Board board of directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s Subsidiaries directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity Clover shall not, and shall use its reasonable best efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, solicit or initiate, encourage, induce, or knowingly facilitate encourage, induce or facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third third-party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Clover Shareholder VoteApproval, this Section 6.3 7.3 shall not prohibit a Seller Clover Entity from furnishing nonpublic information regarding any Seller Clover Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller the Acquisition Proposal did not result from a breach of this Section 7.3 by any Clover Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and or immaterial and did not result in or contribute to the submission of such Acquisition Proposal), (B) the SellerClover’s Board board of directors shall have determined in good faith, after consultation with the Seller Financial Advisors its financial advisors and the Seller’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerClover’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller Clover and its shareholders, (D) (1) at least five business days prior to Clover gives Buyer prompt (but in no event more than 24 hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of Clover’s receipt of any Acquisition Proposal (which notice shall include the identity of such Person or Group) and (y) of Clover’s furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller Clover receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party Clover than the confidentiality terms of this Agreementthe mutual non-disclosure agreement entered into by Clover and Buyer dated as of May 31, 2018, and (E) contemporaneously with or promptly after furnishing any such nonpublic information to such Person or Group, Seller Clover furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller Clover to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller Clover shall keep Buyer reasonably informed on a prompt basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller Clover set forth in this Section 6.37.3, as promptly as reasonably practicable, after any of the directors or executive officers of Seller Clover become aware thereof, Seller Clover shall advise Buyer of any request received by Seller Clover for nonpublic information which Seller reasonably Clover believes could lead is related to an Acquisition Proposal or of any a potential Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Clover shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller Except as specifically permitted under Section 7.3(a), Clover shall, and shall use its reasonable best efforts to cause its and its Subsidiary’s Subsidiaries’, directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal (other than to advise them of the existence of this Agreement) and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from (i) complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement; (ii) making any disclosures to Clover’s shareholders if Clover’s board of directors determines in good faith, after consultation with its outside counsel, that the failure to make such disclosures would be reasonably likely to be inconsistent with applicable Law; (iii) informing any Person of the existence of this provisions contained in this Section 7.3, or (iv) making any “stop, look, and listen” communication to Clover’s shareholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to Clover’s shareholders).

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, or knowingly facilitate induce the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 7.1(b), approve, endorse, or recommend any Acquisition Proposal, or (iv) subject to Section 7.1(b), enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 7.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)7.3, (B) the Seller’s Board shall have determined board of directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the advice of the Seller Financial Advisors and the Seller’s outside counsel, Advisor) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board board of directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 7.3, to the shareholders of Seller under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board board of directors of Seller at which meeting the Seller’s Board board of directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s Subsidiaries directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide "Group" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.2(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.2(a) shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) the Seller’s Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the advice of the Seller Financial Advisors and the Seller’s outside counsel, Advisor that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board of Directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of Seller under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s 's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this the Confidentiality Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ ' prior written notice of a meeting of the Seller’s Board of Directors of Seller at which meeting the Seller’s Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller set forth in this Section 6.38.2(a), as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s Subsidiaries directors, officers, employees, employees and Representatives, Representatives to immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide "Group" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.2(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.2(a) shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) the Seller’s Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the advice of Seller Financial Advisors and the Seller’s outside counsel, Advisor that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board of Directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of Seller under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s 's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ ' prior written notice of a meeting of the Seller’s Board of Directors of Seller at which meeting the Seller’s Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided further that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller set forth in this Section 6.38.2(a), as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to Subsidiaries shall immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially their respective reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, provided that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date No Frontstep Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) relating to an Acquisition Proposal or contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.2(a) shall not prohibit a Seller Frontstep Entity from furnishing nonpublic information regarding any Seller Frontstep Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Frontstep Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) the SellerBoard of Directors of Frontstep determines in its good faith judgment (based on, among other things, the advice of Frontstep’s Board shall have determined in good faith, after consultation with the Seller Financial Advisors and the Seller’s outside counsel, Advisor or any other financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller and its shareholders, (D) (1) at least five two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller Frontstep gives Buyer MAPICS written notice of the identity of such Person or Group and of SellerFrontstep’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, to such Person or Group, and (2) Seller Frontstep receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (ED) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller Frontstep furnishes such nonpublic information to Buyer MAPICS (to the extent such nonpublic information has not been previously furnished by Seller Frontstep to BuyerMAPICS). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed on a prompt basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller Frontstep set forth in this Section 6.38.2(a), as promptly as practicable, and in any event within one business day after any of the directors or executive officers of Seller Frontstep become aware thereof, Seller Frontstep shall advise Buyer MAPICS of any request received by Seller Frontstep for nonpublic information which Seller Frontstep reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Frontstep shall keep Buyer MAPICS informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its Frontstep and its Subsidiary’s directors, officers, employees, and Representatives, to Subsidiaries shall immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Table of Contents Acquisition Proposal and will use and cause to be used all commercially their respective reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 8.2, by any Affiliate or Representative of any Frontstep Entity shall be deemed to be a breach of this Section 8.2 by Frontstep. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, provided that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity Lime shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, solicit or initiate, encourage, induce, or knowingly facilitate encourage, induce or facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party Third Party of the existence of restrictions provided in this Section 6.37.2) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, or (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder VoteLime Stockholder Approval, this Section 6.3 7.2 shall not prohibit a Seller Lime Entity from furnishing nonpublic information regarding any Seller Lime Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller the Acquisition Proposal did not result from a breach of this Section 7.2 by any Lime Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)thereof, (B) the SellerLime’s Board board of directors shall have determined in good faith, after consultation with the Seller Financial Advisors its financial advisors and the Seller’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerLime’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller Lime and its shareholdersstockholders, (D) (1) at least five business days prior to Lime gives Parent prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of Lime’s receipt of any Acquisition Proposal and (y) of Lime’s furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or GroupPerson, and (2) Seller Lime receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party Lime than the confidentiality terms of this Agreementthe Confidentiality Agreement entered into by Lime and Willdan Group dated as of April 26, 2018, and (E) contemporaneously with or promptly after furnishing any such nonpublic information to such Person or GroupPerson, Seller Lime furnishes such nonpublic information to Buyer Parent (to the extent such nonpublic information has not been previously furnished by Seller Lime to BuyerParent). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller Lime shall keep Buyer Parent reasonably informed on a prompt basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller Lime set forth in this Section 6.37.2, as promptly as reasonably practicable, after any of the directors or executive officers of Seller become aware thereof, Seller Lime shall advise Buyer Parent of any request received by Seller Lime for nonpublic information which Seller reasonably Lime believes could lead is related to an Acquisition Proposal or of any a potential Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller Lime shall, and shall cause its and its Subsidiary’s Affiliates, directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal (other than to advise them of the existence of this Agreement) and will shall use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller CBG Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, or encourage, induce, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite Seller CBG Shareholder VoteApproval, this Section 6.3 7.3 shall not prohibit a Seller CBG Entity from furnishing nonpublic information regarding any Seller CBG Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller CBG Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the SellerCBG’s Board board of directors shall have determined in good faith, after consultation with the Seller CBG Financial Advisors Advisor (or such other financial advisor as CBG may use) and the Seller’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerCBG’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller CBG and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller CBG receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller CBG furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller CBG to Buyer). In addition to the foregoing, Seller CBG shall provide Buyer with at least five business days’ prior written notice of a meeting of the SellerCBG’s Board board of directors at which meeting the SellerCBG’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller CBG shall keep Buyer reasonably informed on a prompt basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller CBG set forth in this Section 6.37.3, as promptly as reasonably practicable, after any of the directors or executive officers of Seller CBG become aware thereof, Seller CBG shall advise Buyer of any request received by Seller CBG for nonpublic information which Seller CBG reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller CBG shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller Except as specifically permitted under Section 7.3(a), CBG shall, and shall use its commercially reasonable efforts to cause its and its Subsidiary’s Subsidiaries’, directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from (i) complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement; (ii) making any disclosure to CBG’s shareholders if CBG’s board of directors determines in good faith, after consultation with its outside counsel, that the failure to make such disclosures would be reasonably likely to be inconsistent with applicable Law; (iii) informing any Person of the existence of this provisions contained in this Section 7.3, or (iv) making any “stop, look, and listen” communication to CBG’s shareholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to CBG’s shareholders).

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Independence Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.2) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Independence Shareholder Vote, this Section 6.3 7.2 shall not prohibit a Seller an Independence Entity from furnishing nonpublic information regarding any Seller Independence Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Independence Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.2 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the SellerIndependence’s Board board of directors shall have determined in good faith, after consultation with the Seller Independence Financial Advisors Advisor and the SellerIndependence’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerIndependence’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller Independence and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller Independence gives Buyer Parent written notice of the identity of such Person or Group and of SellerIndependence’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller Independence receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller Independence furnishes such nonpublic information to Buyer Parent (to the extent such nonpublic information has not been previously furnished by Seller Independence to BuyerParent). In addition to the foregoing, Seller Independence shall provide Buyer Parent with at least five business days’ prior written notice of a meeting of the SellerIndependence’s Board board of directors at which meeting the SellerIndependence’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller Independence shall keep Buyer Parent reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller Independence set forth in this Section 6.37.2, as promptly as practicable, after any of the directors or executive officers of Seller Independence become aware thereof, Seller Independence shall advise Buyer Parent of any request received by Seller Independence for nonpublic information which Seller Independence reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Independence shall keep Buyer Parent informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller As of the date hereof, Independence shall, and shall cause its and its Subsidiary’s directors, officers, employees, and RepresentativesRepresentatives to, to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.

Other Offers, etc. (a) From the date No Target Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, induce or knowingly facilitate encourage the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) except as expressly permitted in Section 8.1(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.2(a) shall not prohibit a Seller Target Entity from furnishing nonpublic information regarding any Seller Target Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Target Entity or Representative or Affiliate thereof shall have violated in any material respect any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) the Seller’s Board shall have determined board of directors of Target determines in good faith, faith (after consultation with the Seller its outside counsel and Target Financial Advisors and the Seller’s outside counsel, Advisor) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Proposal and (C) the Seller’s Board concludes board of directors of Target determines in good faith, after consultation with its outside legal counsel, that the failure to take such action do so would be inconsistent with its fiduciary duties to Target stockholders under applicable Law to Law, as such duties would exist in the Seller and its shareholdersabsence of this Section 8.2, (D) (1) at least five two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller Target gives Buyer written notice of the identity of such Person or Group and of SellerTarget’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller Target receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller Target furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller Target to Buyer). In addition to the foregoing, Seller Target shall provide Buyer with at least five two business days’ days prior written notice of a meeting of the Seller’s Board board of directors of Target at which meeting the Seller’s Board board of directors of Target is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, stockholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Target hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller Target set forth in this Section 6.38.2(a), as promptly as practicable, and in any event within one business day after any of the directors or executive officers of Seller Target become aware thereof, Seller Target shall advise Buyer of any request received by Seller Target for nonpublic information which Seller Target reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Target shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and The Target Entities shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially their respective reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 8.2, by any Affiliate or Representative of any Target Entity shall be deemed to be a breach of this Section 8.2 by Target. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9, Rule 14e-2 or Item 1012 of Regulation M-A under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this AgreementAct.

Other Offers, etc. (a) From the date of this Agreement through hereof until the first termination hereof, the Company will not and will cause the subsidiaries not to occur and will use its reasonable best efforts to cause the officers, directors, employees and other agents and advisors of the Effective Time or the termination of this Agreement, each Seller Entity shall not, Company and shall cause its Affiliates and Representatives subsidiaries not to, directly or indirectly indirectly, (i) take any action to solicit, initiate, encourage, induce, initiate or knowingly facilitate the making, submission, encourage any Acquisition Proposal or announcement of any proposal that constitutes an Acquisition Proposal, (ii) furnish information to or participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose or provide with any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal person that constitutes has made an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth nothing contained in this Section 6.3 (other than any breach 6.03(a) shall prohibit the Board of such obligation that is unintentional and immaterial and did not result in Directors of the submission of such Acquisition Proposal), (B) the Seller’s Board shall have determined in good faith, after consultation with the Seller Financial Advisors and the Seller’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller and its shareholders, (D) (1) at least five business days prior to Company from furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Groupany person that has made an unsolicited bona fide written Acquisition Proposal if, Seller gives Buyer written notice and only to the extent that (A) the acceptance for payment of shares of Company Stock pursuant to the Offer shall not have occurred, (B) the Board of Directors of the identity Company, based on advice of outside legal counsel, determines in good faith that failure to take such Person action would present a reasonable probability of violating its fiduciary duties under applicable law, and (C) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it intends to take such action and (y) receives from such person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the confidentiality agreement dated April 14, 2000 between Parent and the Company (the "Confidentiality Agreement"). Prior to providing any information to or Group and of Seller’s intention to furnish nonpublic information to, or enter entering into discussions or negotiations withwith any person in connection with an Acquisition Proposal by such person, the Company shall notify Parent of any such Person or GroupAcquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) as promptly as practicable (but in no case later than one business day) after its receipt thereof, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed thereafter inform Parent on a prompt basis of the status of any discussion or negotiations with such third party and any material changes to the terms and conditions of such Acquisition Proposal, including and shall promptly give Parent a copy of any material amendments or proposed amendments as information delivered to price such person which has not previously been reviewed by Parent. The Company will, and will cause its subsidiaries and the officers, directors, employees and other material terms thereof. (b) In addition agents and advisors of the Company and its subsidiaries to, immediately cease and cause to be terminated all discussions and negotiations, if any, that have taken place prior to the obligations of Seller set forth in this Section 6.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to immediately cease any and all existing activities, discussions, or negotiations date hereof with any Persons conducted heretofore parties with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) . Nothing contained in this Agreement shall prevent a Party or its board the Board of directors Directors of the Company from complying with Rule 14e-2 under the Exchange 1934 Act with respect to an any Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.. For

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.3(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.3, (B) the Seller’s Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the advice of the Seller Financial Advisors and the Seller’s outside counsel, Advisor that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board of Directors of Seller concludes in good faith, after consultation with and receipt of a written opinion from its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.3, to the shareholders of Seller under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board of Directors of Seller at which meeting the Seller’s Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller set forth in this Section 6.38.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s Subsidiaries directors, officers, employees, employees and Representatives, Representatives to immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date No Target Entity or Buyer Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to this Article 8, approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.2(a) shall not prohibit a Seller Target Entity or Buyer Entity from furnishing nonpublic information regarding any Seller Entity such Party to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller such Target Entity, Buyer Entity or Representative their respective Representatives or Affiliate thereof shall have Affiliates has not violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) the Seller’s Board shall have determined of Directors of Target or Buyer, as applicable, determines in good faithfaith (based on, after consultation with among other things, the Seller Financial Advisors and the Seller’s outside counsel, advice of its financial advisor) that such Acquisition Proposal constitutes constitutes, or is reasonably likely to result in in, a Superior Proposal, (C) the Seller’s its Board of Directors concludes in good faith, after consultation with its outside counsellegal counsel and outside financial advisor, that the failure to take such action would be inconsistent with reasonably likely to result in a breach of its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of such Party under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller such Party gives Buyer the other Party written notice of the identity of such Person or Group and of Sellersuch Party’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller such Party receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this the Confidentiality Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller such Party furnishes such nonpublic information to Buyer the other Party (to the extent such nonpublic information has not been previously furnished by Seller such Party to Buyerthe other Party). In addition to the foregoing, Seller each of Target and Buyer shall provide Buyer the other Party with at least five two business days’ days prior written notice of a meeting of the Seller’s Board of Directors of such Party at which meeting the Seller’s such Board of Directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided further that both Parties hereby agree promptly to provide the other Party with any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller Target and Buyer set forth in this Section 6.38.2(a), as promptly as practicable, and in any event within one business day after any of the directors or executive officers of Seller Target or Buyer become aware thereof, Seller such Party shall advise Buyer the other Party of any request received by Seller such Party for nonpublic information which Seller such Party reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Each Party shall keep Buyer the other Party informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly indirectly: (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, ; (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide "Group" (as such term is defined in Section 13(d) under the Exchange Act), any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to any Acquisition Proposal, ; (iii) approve, endorse or recommend any Acquisition Proposal; or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the Seller’s Board shall have determined in good faith, after consultation with the Seller Financial Advisors and the Seller’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed on a prompt basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.37.2(a), as promptly as practicable, practicable and in any event within one business day after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to Subsidiaries shall immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially their respective reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained . Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Agreement Section 7.2 by any Affiliate or Representative of any Seller Entity shall prevent be deemed to be a Party or its board breach of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this AgreementSection 7.2 by Seller.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder VoteApproval, this Section 6.3 7.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the Seller’s Board shall have determined in good faith, after consultation with the Seller Financial Advisors Advisor and the Seller’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.2(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.2(a) shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) the Seller’s Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the advice of Seller Financial Advisors and the Seller’s outside counsel, Advisor that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board of Directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of Seller under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board of Directors of Seller at which meeting the Seller’s Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided further that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller set forth in this Section 6.38.2(a), as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to Subsidiaries shall immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially their respective reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, provided that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From The Company shall, and shall cause its and its Subsidiaries’ respective directors, officers and investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, (i) cease any discussions or negotiations that may be ongoing as of the date of this Agreement through with any Person with respect to a Takeover Proposal and (ii) request the first prompt return or destruction of all confidential information relating to occur the Company or any of the Effective Time or the termination of this Agreement, each Seller Entity its Subsidiaries previously furnished to such Person. The Company shall not, and nor shall cause it permit any of its Affiliates and Representatives not Subsidiaries to, or authorize or permit any of its Representatives, directly or indirectly indirectly, to (i) solicit, initiate, encourage, induceinduce or knowingly encourage any inquiries that constitute, or knowingly facilitate the makingmay reasonably be expected to lead to, submission, a Takeover Proposal or announcement of any proposal that constitutes an Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions (except to notify a or negotiations with any third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person any non-public information or provide data, or afford access to the properties, books or records of the Company or any nonpublic information of its Subsidiaries, with respect to, any inquiries that constitute, or may reasonably be expected to lead to, a Takeover Proposal, or otherwise knowingly take any other action to facilitate any inquiries effort to attempt to make or the making of implement any proposal that constitutes an Acquisition Takeover Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of . Notwithstanding the foregoing; provided, however, that if prior to the Requisite Seller Shareholder VoteEffective Time the Company Board of Directors receives a Takeover Proposal that was not solicited, initiated, induced or knowingly encouraged in violation of this Section 6.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group 5.3 that the Company Board of Directors (and not withdrawni) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the Seller’s Board shall have determined in good faith, after consultation with the Seller Financial Advisors and the Seller’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board concludes determines in good faith, after consultation with its outside legal counsel, that failing to take action on such Takeover Proposal is reasonably likely to cause the Company Board of Directors to violate its fiduciary duties under applicable Laws, and (ii) determines after consultation with its financial advisor that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, then the Company may (x) furnish any information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal pursuant to a customary confidentiality agreement (which confidentiality agreement contains terms that are equivalent to, and in no respect less favorable to the Company than, the terms of the Confidentiality Agreement (as defined in Section 5.6 hereof), (y) participate in discussions and negotiations with such Person regarding that Takeover Proposal and (z) enter into the confidentiality agreement contemplated by clause (x) of this sentence. A copy of all of the information provided to such Person shall be delivered or made available promptly to Parent if it has not been previously furnished or made available to Parent. (b) Except as expressly permitted by this Section 5.3(b), neither the Company Board of Directors, nor any committee thereof, shall (i)(A) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent, the Company Board Recommendation or (B) recommend or propose publicly to recommend, to the stockholders of the Company the approval or adoption of any Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve, adopt or propose publicly to approve or adopt, any Takeover Proposal, or withdraw its approval of the Merger, or propose publicly to withdraw its approval of the Merger, or (iii) cause, authorize or permit the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principal, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or any similar agreement, with respect to any Takeover Proposal (other than a confidentiality agreement permitted by Section 5.3(a) above) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, (x) the Company Board of Directors may withdraw or modify the Company Board Recommendation, or recommend a Takeover Proposal, if such Board determines in good faith, based on those matters as it deems appropriate, after consulting with outside legal counsel, that the failure to take such action would be inconsistent with is reasonably likely to cause the Company Board of Directors to violate its fiduciary duties under applicable Law to the Seller and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Grouplaw, and (2y) Seller if the Company Board of Directors receives from a Takeover Proposal that such Person Board determines in good faith constitutes a Superior Proposal, the Company or Group an executed confidentiality agreement containing terms no less favorable its Subsidiaries may terminate this Agreement pursuant to Section 7.1(c)(i) and concurrently enter into a Company Acquisition Agreement with respect to such Superior Proposal, provided, that, with respect to any termination pursuant to clause (y), the disclosing Party than Company shall have complied with its obligations under this Section 5.3 since the confidentiality terms date of this AgreementAgreement and the Company pays Parent the Termination Fee pursuant to Section 7.3 hereof concurrent with (and as a condition of) such termination, and (E) contemporaneously with furnishing any such nonpublic information provided, further, that prior to such Person or Group, Seller furnishes such nonpublic information to Buyer termination (to A) the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller Company shall provide Buyer with at least five business days’ prior have given Parent written notice of a meeting of that it intends to terminate this Agreement pursuant to Section 7.1(c)(i), identifying the Seller’s Board at which meeting the Seller’s Board is reasonably expected Takeover Proposal then determined to resolve to recommend the Acquisition Agreement as be a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed on the parties thereto and delivering a prompt basis summary of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition ProposalTakeover Proposal and (B) within four business days after the Company has provided the notice referred to in the previous clause (A), and Parent does not make a binding written offer that the identity Company Board of Directors concludes in good faith is more favorable to Company stockholders than the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications Takeover Proposal determined to any such request or Acquisition be a Superior Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board For purposes of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.:

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each No Seller Entity shall, nor shall not, and shall cause it authorize or permit any of its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) subject to Section 8.2(c), approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.2(a) shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) the Seller’s Board shall have determined of Directors of Seller determines in its good faithfaith judgment (based on, after consultation with among other things, the advice of the Seller Financial Advisors and the Seller’s outside counsel, Advisor that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board of Directors of Seller concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 8.2, to the shareholders of Seller under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this the Confidentiality Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board of Directors of Seller at which meeting the Seller’s Board of Directors of Seller is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, shareholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis copy of the status most recently proposed documentation relating to such Superior Proposal; provided, further, that Seller hereby agrees promptly to provide to Buyer any revised documentation and material terms of such any Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereofAgreement. (b) In addition to the obligations of Seller set forth in this Section 6.38.2(a), as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s Subsidiaries directors, officers, employees, employees and Representatives, Representatives to immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule Rules will in no way eliminate or modify the effect that any action pursuant to such Rule Rules would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller SB Entity shall not, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, or encourage, induce, induce or knowingly facilitate facilitate, the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to receipt of the Requisite Seller SB Shareholder VoteApproval, this Section 6.3 7.3 shall not prohibit a Seller SB Entity from furnishing nonpublic information regarding any Seller SB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller SB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation an unintentional violation that is unintentional and immaterial and did not not, directly or indirectly, result in the submission of such Acquisition Proposal), (B) the SellerSB’s Board board of directors shall have determined in good faith, after consultation with the Seller SB Financial Advisors Advisor (or such other financial advisor as SB may use) and the Seller’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the SellerSB’s Board board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller SB and its shareholders, (D) (1) at least five business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller SB receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party SB than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller SB furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller SB to Buyer). In addition to the foregoing, Seller SB shall provide Buyer with at least five business three (3) days’ prior written notice of a meeting of the SellerSB’s Board board of directors at which meeting the SellerSB’s Board board of directors is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller SB shall keep Buyer reasonably informed on a prompt basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller SB set forth in this Section 6.37.3, as promptly as reasonably practicable, after any of the directors or executive officers of Seller SB become aware thereof, Seller SB shall advise Buyer of any request received by Seller SB for nonpublic information which Seller SB reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller SB shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shallExcept as specifically permitted under Section 7.3(a), SB shall immediately cease, and shall use its commercially reasonable efforts to cause its and its Subsidiary’s Subsidiaries’ directors, officers, employees, and Representatives, Representatives to immediately cease cease, any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will shall use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from (i) complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement; (ii) making any disclosure to SB’s shareholders if SB’s board of directors determines in good faith, after consultation with its outside counsel, that the failure to make such disclosures would be reasonably likely to be inconsistent with applicable Law; (iii) informing any Person of the existence of the provisions contained in this Section 7.3, or (iv) making any “stop, look, and listen” communication to SB’s shareholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to SB’s shareholders).

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, ; (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, ; (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, ; or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder VoteApprovals, this Section 6.3 7.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), 7.3; (B) the Seller’s Board shall have determined in good faith, after consultation with Seller’s outside counsel and the Seller Financial Advisors and the Seller’s outside counselAdvisor, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, ; (C) the Seller’s Board concludes in good faith, after consultation with its outside counselcounsel and the Seller Financial Advisor, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller and its shareholders, ; (D) (1D)(1) at least five business days Business Days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, ; and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five business daysBusiness Days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s Subsidiaries’ directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 7.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the Seller’s Board shall have determined in good faith, after consultation with the Seller Financial Advisors Advisor and the Seller’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller and its shareholders, (D) (1) at least five two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five two business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this AgreementNeither Ztango (including its officers, each Seller Entity shall notdirectors, and employees) nor the Participating Ztango Stockholders that are holders of Ztango's Preferred Stock shall cause its Affiliates and Representatives not to, directly or indirectly indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide "Group" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) Agreement contemplating or otherwise relating to any Acquisition Competing Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 9.3(a) shall not prohibit a Seller Entity Ztango from furnishing nonpublic information regarding any Seller Entity Ztango to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or neither Ztango (including its officers, directors and employees) nor any Representative or Affiliate thereof nor any Participating Ztango Stockholder shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)9.3, (B) the Seller’s Board shall have determined of Directors of Ztango determines in its good faithfaith judgment (based on, after consultation with among other things, the Seller advice of Ztango Financial Advisors and the Seller’s outside counsel, Advisor or any other financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board of Directors of Ztango concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties, as such duties would exist in the absence of this Section 9.3, to the stockholders of Ztango under applicable Law to the Seller and its shareholdersLaw, (D) (1) at least five two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller Ztango gives Buyer WiderThan written notice of the identity of such Person or Group and of Seller’s Ztango's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller Ztango receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller Ztango furnishes such nonpublic information to Buyer WiderThan (to the extent such nonpublic information has not been previously furnished by Seller Ztango to BuyerWiderThan). In addition to the foregoing, Seller Ztango shall provide Buyer WiderThan with at least five two business days’ days prior written notice of a meeting of the Seller’s Board of Directors of Ztango at which meeting the Seller’s Board of Directors of Ztango is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, stockholders and Seller shall keep Buyer reasonably informed on together with such notice a prompt basis summary of the status and material terms of the most recently proposed documentation relating to such Acquisition Superior Proposal, including ; provided further that Ztango hereby agrees promptly to provide to WiderThan a summary of any material amendments or proposed amendments as revisions to price and other those material terms thereofand provided further that WiderThan agrees to execute a confidentiality agreement in form and substance reasonably satisfactory to WiderThan with respect to such terms. (b) In addition to the obligations of Seller Ztango set forth in this Section 6.39.3(a), as promptly as practicable, and in any event within one business day after any of the directors or executive officers of Seller Ztango become aware thereof, Seller Ztango shall advise Buyer WiderThan of any request received by Seller Ztango for nonpublic information which Seller Ztango reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Ztango shall keep Buyer WiderThan informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and Ztango shall cause its and its Subsidiary’s directors, officers, employees, and Representatives, to immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially their respective reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.

Other Offers, etc. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly (i) solicit, solicit or initiate, or knowingly encourage, induce, induce or knowingly facilitate the making, submission, or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.37.3) or negotiations regarding, or disclose or provide any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (iii) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 7.3 shall not prohibit a Seller Entity from furnishing nonpublic information regarding any Seller Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 7.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal), (B) the Seller’s Board shall have determined in good faith, after consultation with the Seller Financial Advisors Advisor and the Seller’s outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller and its shareholders, (D) (1) at least five two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller gives Buyer written notice (which may be by electronic mail) of the identity of such Person or Group and of Seller’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Seller receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the confidentiality terms of this Agreement, and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). In addition to the foregoing, Seller shall provide Buyer with at least five two business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed on a prompt basis basis, of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller set forth in this Section 6.37.3, as promptly as practicable, after any of the directors or executive officers of Seller become aware thereof, Seller shall advise Buyer of any request received by Seller for nonpublic information which Seller reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller shall keep Buyer informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its and its Subsidiary’s 's directors, officers, employees, and Representatives, Representatives to immediately cease any and all existing activities, discussions, or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board Board of directors Directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.

Other Offers, etc. (a) From the date No Frontstep Entity shall, nor shall it authorize or permit any of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, each Seller Entity shall not, and shall cause its Affiliates and or Representatives not to, directly or indirectly (i) solicit, initiate, encourage, induce, encourage or knowingly facilitate induce the making, submission, submission or announcement of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions (except to notify a third party of the existence of restrictions provided in this Section 6.3) or negotiations regarding, or disclose furnish to any Person or provide "GROUP" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any agreement (including any agreement in principle, letter of intent or understanding, merger agreement, stock purchase agreement, asset purchase agreement, or share exchange agreement, but excluding a confidentiality agreement of the type described below) (an “Acquisition Agreement”) relating to an Acquisition Proposal or contemplating or otherwise relating to any Acquisition Transaction, or (iv) propose or agree to do any of the foregoing; provided, provided however, that prior to the Requisite Seller Shareholder Vote, this Section 6.3 8.2(a) shall not prohibit a Seller Frontstep Entity from furnishing nonpublic information regarding any Seller Frontstep Entity to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, fide unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no Seller Frontstep Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 6.3 (other than any breach of such obligation that is unintentional and immaterial and did not result in the submission of such Acquisition Proposal)8.2, (B) the Seller’s Board shall have determined of Directors of Frontstep determines in its good faithfaith judgment (based on, after consultation with among other things, the Seller advice of Frontstep's Financial Advisors and the Seller’s outside counsel, Advisor or any other financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) the Seller’s Board concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to the Seller and its shareholders, (D) (1) at least five two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Seller Frontstep gives Buyer MAPICS written notice of the identity of such Person or Group and of Seller’s Frontstep's intention to furnish nonpublic information to, or enter into discussions or negotiations with, to such Person or Group, and (2) Seller Frontstep receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party party than the confidentiality terms of this Agreement, the Confidentiality Agreement and (ED) contemporaneously with furnishing any such nonpublic information to such Person or Group, Seller Frontstep furnishes such nonpublic information to Buyer MAPICS (to the extent such nonpublic information has not been previously furnished by Seller Frontstep to BuyerMAPICS). In addition to the foregoing, Seller shall provide Buyer with at least five business days’ prior written notice of a meeting of the Seller’s Board at which meeting the Seller’s Board is reasonably expected to resolve to recommend the Acquisition Agreement as a Superior Proposal to its shareholders, and Seller shall keep Buyer reasonably informed on a prompt basis of the status and material terms of such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof. (b) In addition to the obligations of Seller Frontstep set forth in this Section 6.38.2(a), as promptly as practicable, and in any event within one business day after any of the directors or executive officers of Seller Frontstep become aware thereof, Seller Frontstep shall advise Buyer MAPICS of any request received by Seller Frontstep for nonpublic information which Seller Frontstep reasonably believes could lead to an Acquisition Proposal or of any Acquisition Proposal, the material terms and conditions of such request or Acquisition Proposal, and the identity of the Person or Group making any such request or Acquisition Proposal. Seller Frontstep shall keep Buyer MAPICS informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) Seller shall, and shall cause its Frontstep and its Subsidiary’s directors, officers, employees, and Representatives, to Subsidiaries shall immediately cease any and all existing activities, discussions, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable best efforts to enforce any confidentiality or similar or related agreement relating to any Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent a Party or its board of directors from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, provided, that such Rule will in no way eliminate or modify the effect that any action pursuant to such Rule would otherwise have under this Agreement.any