Common use of Other Offers Clause in Contracts

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02

Other Offers. Neither the Stockholder (in the Stockholder’s capacity as such), nor any of the Stockholder’s Subsidiaries, if any, shall, nor shall the Stockholder or any of the Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and the Stockholder shall instruct, and cause each applicable Subsidiary of the Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, solicit or knowingly encourage, facilitate or assist, an Acquisition encourage a Takeover Proposal; (ii) furnish to any Person (other than Parent, Acquisition Merger Sub or any designees of Parent or Acquisition Merger Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Merger Sub or any designees of Parent or Acquisition Merger Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, information of the Company or any of its Subsidiaries, in any such case case, with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition a Takeover Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition a Takeover Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to a Takeover Proposal (other than, in response to an Acquisition Proposalunsolicited inquiry, to refer the inquiring person to this Section 3.3 or Section 6.04 of the Merger Agreement); or (iv) enter into any Contract contemplating letter of intent, agreement in principle, merger agreement, acquisition agreement or otherwise other similar agreement relating to an Acquisition Transactiona Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of the Stockholder or Representatives of the Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.023.3

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s SubsidiariesAffiliates, if any, shall, nor shall Stockholder or any of Stockholder’s SubsidiariesAffiliates, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary Affiliate of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (ia) continue any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal or any potential Acquisition Proposal or (b) (1) solicit, initiate, cause initiate or induce the making, submission facilitate or announcement ofencourage (including by way of furnishing information) any inquiries regarding, or knowingly encouragethe making of any proposal or offer that constitutes, facilitate or assistcould reasonably be expected to lead to, an Acquisition Proposal; , (ii2) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any information or afford any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of and its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition SubAffiliates) access to the business, properties, assets, books, records or other non-public informationrecords, or to any personnel, personnel of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement ofconnection with, or for the intent to encourage, facilitate purpose of soliciting or assistencouraging or facilitating, an Acquisition Proposal or any inquiries proposal or the making of any proposal offer that would could reasonably be expected to lead to an Acquisition Proposal; , (iii3) participate approve, adopt, endorse or engage recommend or enter into any letter of intent, acquisition agreement, agreement in discussions principle or negotiations with any Person Contract with respect to an Acquisition Proposal; Proposal or (iv) enter into any Contract contemplating proposal or otherwise relating offer that could reasonably be expected to lead to an Acquisition TransactionProposal, or (4) resolve to do or agree to any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary Affiliate of Stockholder or Representatives of Stockholder or any of its Subsidiaries Affiliates shall be deemed to be a breach of this Section 5.025.2

Other Offers. Neither Except to the extent the Company is permitted to take such action pursuant to the Merger Agreement, neither the Stockholder (in the Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall the Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, encourage or knowingly encourage, facilitate or assist, an Acquisition Proposal; Proposal or Acquisition Inquiry, (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to regarding the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub in connection with or any designees of Parent or Acquisition Sub) access in response to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; Inquiry, (iii) engage in, enter into, continue or otherwise participate or engage in any discussions or negotiations with any Person with respect to, or otherwise knowingly cooperate in any way with any person (or any representative thereof) with respect to, any Acquisition Proposal or Acquisition Inquiry, (iv) approve, endorse or recommend or propose to an approve, endorse or recommend, any Acquisition Proposal; Proposal or (ivv) enter into any letter of intent or similar document or any Contract contemplating contemplating, approving, endorsing or otherwise relating recommending or proposing to an approve, endorse or recommend, any Acquisition TransactionTransaction or accepting any Acquisition Proposal; provided, however, that none of the foregoing restrictions shall apply to the Stockholder’s and its Representatives’ interactions with Parent, Sub and their respective subsidiaries and representatives. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of the Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.023.3

Other Offers. Neither Stockholder (in Stockholder’s capacity as such)) shall, nor any of and shall cause Stockholder’s Subsidiaries, if any, shallto, nor and shall instruct and cause such Subsidiaries’ Representatives to, immediately cease all existing discussions or negotiations with any Person conducted heretofore with respect to any Takeover Proposal. From the date hereof until the termination of the Support Period, Stockholder or any of shall not, and shall cause Stockholder’s Subsidiaries, if anydirectors, officers and employees, as applicable, not to, and shall not authorize or permit any of its Stockholder’s or their respective Stockholder’s Subsidiaries Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, knowingly encourage or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, Takeover Proposal or the intent to encourage, facilitate making or assist, an Acquisition Proposal or any inquiries consummation thereof or the making of any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition any Takeover Proposal; , (ii) enter into, engage in or otherwise participate in any discussions (except to notify such Person of the existence of this Section 5.02) or negotiations regarding, or furnish to any Person any non-public information in connection with, any Takeover Proposal, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal, (iii) participate approve or engage recommend, or make any public statement approving or recommending, a Takeover Proposal, (iv) enter into any letter of intent, merger agreement or other agreement providing for a Takeover Proposal, or (v) resolve or agree to do any of the foregoing. Stockholder will notify Parent in writing promptly (but in no event more than 48 hours) of the receipt of any Takeover Proposal by Stockholder, any of its Subsidiaries or any of its or their respective Representatives, or of any inquiry, offer or proposal that would reasonably be expected to lead to, or any request for non-public information in connection with, a Takeover Proposal, and will communicate the material terms of any such Takeover Proposal inquiry, offer or proposal (including the identity of the Person making such Takeover Proposal inquiry, offer or proposal) to Parent and will keep Parent reasonably apprised of the status of any such Takeover Proposal (including a change in the price or any material terms or scope thereof). Stockholder shall promptly provide to Parent any non-public information concerning Stockholder or its Subsidiaries that is provided to such Person (to the extent such information was not previously provided to Parent or its Representatives). Notwithstanding anything contrary provided in this Agreement, Stockholder or any of its Subsidiaries or any of Stockholder’s or Subsidiaries’ respective Representatives shall not be prohibited from participating in any discussions or negotiations with any Person in connection with respect a Takeover Proposal to an Acquisition Proposal; the extent that the Company is then permitted to participate in such discussions or (ivnegotiations with any such Person pursuant to Section 6.3(b) enter into any Contract contemplating or otherwise relating to an Acquisition Transactionof the Merger Agreement. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions action taken by any Subsidiary of Stockholder or Representatives any Representative of Stockholder or any of its Subsidiaries that, if taken by Stockholder would be a breach of this Section 5.02, shall be deemed to be a breach of this Section 5.025.02 by Stockholder.

Other Offers. Neither Stockholder (in Stockholder’s capacity as such)a) Such Shareholder and any entities controlled by it shall not, nor and they shall use their respective best efforts to cause any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives toofficers, and Stockholder shall instructdirectors, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative employees or other agents not to, directly or indirectly, take any of the following actions: (i) take any action to solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an otherwise encourage the submission of any Acquisition Proposal; , (ii) enter into or participate in any discussions or negotiations with, furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, Subsidiaries or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any such case with the intent to induce the making, submission or announcement ofway with, or the intent to encourageknowingly assist, participate in, facilitate or assistencourage any effort by any Person (other than Holdco, Parent, Merger Sub or any designees thereof, “Third Party Bidder”) that may be considering making, is seeking to make, has made, or has agreed to endorse an Acquisition Proposal. Such Shareholder will promptly notify Parent after receipt of an Acquisition Proposal or any inquiries or the indication that any such Third Party Bidder is considering making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate Proposal or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise request for information relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any such Third Party Bidder and will keep Parent fully informed of the status and details of any such Acquisition Proposal, indication or request. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Company receives an Acquisition Proposal which did not result from any breach of Section 7.03 of the Merger Agreement, such Shareholder shall be permitted to (i) contact the Person or group of Persons who has made such Acquisition Proposal to clarify and understand the terms and conditions thereof and/or (ii) engage or participate in discussions with the Person who has made such Acquisition Proposal, the Company, and the Representatives of the Person who has made such Acquisition Proposal or the Company regarding such Acquisition Proposal; provided that prior to taking any such action described in item (ii) above, the Company Board (or any committee thereof composed solely of independent directors, including the Special Committee) shall have confirmed in writing to such Shareholder that it has determined in good faith, based on the information then available and after consultation with its independent financial advisor and outside legal counsel, that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal. For purposes of this Agreement, the Company shall be deemed not to be an Affiliate of any one or more of the Shareholders, and any officer, director, employee, agent or advisor of the Company (in each case, in their capacities as such) shall be deemed not to be a breach Representative of this Section 5.02a Shareholder.

Other Offers. Neither the Stockholder (in the Stockholder’s capacity as such), nor any of the Stockholder’s Subsidiaries, if any, shall, nor shall the Stockholder or any of the Stockholder’s Subsidiaries, if any, authorize or permit any of its their or their respective Representatives to, and the Stockholder shall instruct, and cause each applicable Subsidiary of the Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) directly or indirectly solicit, initiateinitiate or knowingly facilitate or encourage the submission to the Company of any inquiry, cause proposal or induce the making, submission or announcement ofoffer that constitutes, or knowingly encouragecould reasonably be expected to lead to, facilitate or assist, an Acquisition Company Takeover Proposal; (ii) participate in any discussions or negotiations regarding, furnish to any Person (other than Parent, Acquisition Merger Sub or any designees of Parent or Acquisition Merger Sub) any non-public information relating to the Company or any of its SubsidiariesSubsidiaries with respect to or in connection with, or afford take any other action intended to any Person (other than Parent, Acquisition Sub facilitate or any designees of Parent or Acquisition Sub) access encourage the submission to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with to, any Person with respect to an Acquisition Company Takeover Proposal; or (iviii) enter into any Contract contemplating agreement, arrangement or otherwise understanding with respect to any Company Takeover Proposal. The Stockholder shall, and shall cause its Subsidiaries, if any, and Representatives to immediately: (i) cease all discussions and negotiations regarding any inquiry, proposal or offer pending on the date of this Agreement that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal; and (ii) terminate access to any physical or electronic data rooms relating to an Acquisition Transactiona possible Company Takeover Proposal. Without limiting Nothing in this Agreement shall be construed to prohibit the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed the Stockholder’s Representatives who is an officer or member of the Company Board from taking any action in his or her capacity as an officer or member of the Company Board or, subject to be a breach the provisions and limitations set forth in the Merger Agreement, from taking any action with respect to any Company Takeover Proposal as an officer of this Section 5.02the Company or member of the Company Board.

Other Offers. Neither Stockholder (in Stockholder’s capacity as such)From the date hereof until the termination hereof, nor any of Stockholder’s Subsidiaries, if any, shallthe Company and its Subsidiaries will not, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, the Company authorize or permit any officers, directors, employees, representatives or other agents of the Company and its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not Subsidiaries to, directly or indirectly, take any of the following actions: (i) take any action to solicit, initiate, cause initiate or induce the making, submission encourage any Acquisition Proposal or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to engage in negotiations with, or disclose any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public nonpublic information relating to the Company or any of its Subsidiaries, Subsidiaries or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assetsbooks or records of the Company or any Subsidiary to, books, records or other non-public informationany Person that may be considering making, or has made, an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Board of Directors of the Company from (a) furnishing nonpublic information to, or affording access to any personnelthe properties, books or records of the Company or any of its SubsidiariesSubsidiaries to, or entering into discussions or an agreement with, any Person in connection with an unsolicited Acquisition Proposal by such Person, if and only to the extent that (i) the Company's Board of Directors determines in good faith after consultation with outside legal counsel that such action is necessary to comply with their fiduciary duties to the stockholders of the Company under applicable law; (ii) prior to furnishing any such case nonpublic information to, or entering into discussions or negotiations with, such Person, the Company's Board of Directors receives from such Person an executed confidentiality agreement with customary terms and (iii) the Board of Directors of the Company concludes in the exercise of its fiduciary duties that the Acquisition Proposal is a Superior Proposal, or (b) taking and disclosing to the Company's stockholders any position, and making any related filings with the intent SEC, as required by Rules14e-2 and 14d-9 under the Exchange Act with respect to induce any Alternative Transaction that is a tender offer; provided, that the making, submission or announcement of, or Company's Board of Directors shall not recommend that the intent stockholders of the Company tender their Shares in connection with any such tender offer unless the Board by majority vote shall have determined in good faith that failing to encourage, facilitate or assist, an take such action would constitute a breach of the Board's fiduciary duties under applicable law. The Company will promptly notify Parent after receipt of any Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise request for nonpublic information relating to an Acquisition Transaction. Without limiting the foregoingCompany or any Subsidiary or for access to the properties, it is understood that any violation books or records of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02Company or

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, its Subsidiaries shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, its Subsidiaries authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause initiate or induce take any action to knowingly facilitate or knowingly encourage the making, submission or announcement ofof any Acquisition Proposal, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) (A) enter into or participate in any discussions or negotiations with, furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, booksbooks or records of the Company to, records or other (B) knowingly assist, knowingly participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that has made, is seeking (to the knowledge of the Stockholder) to make an Acquisition Proposal (the activities specified in clause (ii)(A) being hereinafter referred to as the “Restricted Activities”). Stockholder will notify Parent promptly (and in no event more than 24 hours) after receipt by Stockholder of an Acquisition Proposal, any notice that any Person is considering making an Acquisition Proposal, any request (A) for non-public informationinformation relating to the Company or (B) for access to the business, properties, assets, books or to any personnel, records of the Company by any Person that has made or any is seeking (to the knowledge of its Subsidiaries, in any such case with the intent Stockholder) to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, make an Acquisition Proposal or any inquiries or and will keep Parent fully informed of the making status and details of any proposal that would reasonably be expected to lead to an such Acquisition Proposal; (iii) participate , indication or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transactionrequest. Without limiting Notwithstanding the foregoing, it if the Company is understood engaging in Restricted Activities that any violation the Board of Directors has determined in good faith are in compliance with Section 6.04 of the foregoing restrictions by any Subsidiary of Merger Agreement, Stockholder or and its Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02may participate with the Company in such Restricted Activities.

Other Offers. Neither Stockholder the Stockholders (in Stockholder’s the Stockholders’ capacity as such), nor any of Stockholder’s the Stockholders’ Subsidiaries, if any, shall, nor shall Stockholder the Stockholders or any of Stockholder’s the Stockholders’ Subsidiaries, if any, authorize or permit any of its their or their respective Representatives to, and Stockholder the Stockholders shall instruct, and cause each applicable Subsidiary of Stockholder the Stockholders to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting The Stockholders shall, and shall cause their Subsidiaries, if any, and Representatives to immediately cease any and all existing discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal, and shall request the foregoingreturn from all such Persons or the destruction by such Persons of all copies of confidential information previously provided to such Persons by the Stockholders, it is understood that their Subsidiaries or Representatives. Nothing in this Agreement shall be construed to prohibit any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed such Stockholder’s Representatives who is an officer or member of the Board of Directors of the Company from taking any action in his or her capacity as an officer or member of the Board of Directors of the Company or, subject to be a breach the provisions in the Merger Agreement, from taking any action with respect to any Acquisition Proposal in such Person’s capacity as an officer or member of this Section 5.02such Board of Directors.

Other Offers. Neither (a) Such Stockholder (in Stockholder’s capacity as such)shall not, nor any of Stockholder’s Subsidiariesand shall not authorize, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize allow or permit any of its or their respective Representatives to, (other than non-officer employees) to (and Stockholder shall instruct, and use reasonable best efforts to cause each applicable Subsidiary of Stockholder its non-officer employees to instruct, each such Representative not tonot), directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, initiate or knowingly encourage, take any action to facilitate or assist, an encourage the submission of any Acquisition Proposal; , (ii) enter into, engage in or participate in any discussions or negotiations with, furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, Subsidiaries or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or work papers and other non-public information, or documents related to any personnel, of the Company or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any such case with the intent to induce the making, submission or announcement ofway with, or the intent to encourageknowingly assist, participate in, facilitate or assistencourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) enter into any agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or (iv) agree to do any inquiries of the foregoing. Such Stockholder shall, and shall instruct its Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or the making negotiations, if any, with any Third Party (or any Representatives of any proposal that would reasonably be expected Third Party) conducted prior to lead the date hereof with respect to any Acquisition Proposal made by such Third Party. If such Stockholder receives an Acquisition Proposal that is not also addressed to the Company or one of its other Representatives (or if the Company or one of its other Representatives is not copied on any such Acquisition Proposal; ), then such Stockholder shall provide such Acquisition Proposal (iiiif in written form (including, for the sake of clarity, in any e-mails or other electronic communications) participate or all material details of such Acquisition Proposal, if not in written form) to the Company promptly after receipt thereof and direct the Person submitting any such Acquisition Proposal to such Stockholder to comply with the requirements of Section 6.03 of the Merger Agreement in respect thereof. (b) Notwithstanding anything to the contrary in this Agreement, such Stockholder and its Affiliates and Representatives shall be entitled to engage in discussions and negotiations with respect to entering into a voting and support agreement (or negotiations other similar agreement) with any Person that would be entered into at any time after the termination of this Agreement, or any preparations therefor, in each case, in connection with an Acquisition Proposal or a Superior Proposal to the extent that the Company is permitted to engage in discussions and negotiations (and otherwise cooperate with) or assist and participate in and facilitate any effort by any such Person or any preparations therefor in accordance with Section 6.03 of the Merger Agreement. Furthermore, this Agreement shall not restrict the ability of such Stockholder to review any Acquisition Proposal or Superior Proposal received by the Company and shared with such Stockholder and, solely to the extent that the Board of Directors (or any duly authorized committee thereof) has made the determinations set forth in Section 6.03 of the Merger Agreement to the extent permitted by the Merger Agreement, to discuss and confirm to the Company the willingness of such Stockholder to support and sign a voting and support agreement (or other similar agreement) with respect to an such Acquisition Proposal; Proposal or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting Superior Proposal in the foregoing, it event this Agreement is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this terminated in accordance with Section 5.025.04.

Other Offers. Neither Stockholder Shareholder shall not, and shall cause its affiliates (in Stockholder’s capacity as such)other than the Company or its Subsidiaries) (the “Shareholder Affiliates”) not to, nor any of Stockholder’s Subsidiaries, if any, shall, nor and shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of use its or reasonable best efforts to cause its and their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary acting on behalf of Stockholder to instruct, each such Representative Shareholder or the Shareholder Affiliates not to, directly or indirectly, take (a) solicit or initiate the making or completion of any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement ofCompeting Proposal, or any inquiry, proposal or offer that constitutes, or would reasonably be likely to lead to, any Competing Proposal, (b) enter into, continue or otherwise participate in any discussions or negotiations with any Person regarding or with respect to, or otherwise knowingly encouragefacilitate, facilitate or assista Competing Proposal, an Acquisition Proposal; (iic) except to the extent required by applicable Law, furnish to any Person (other than Parent, Acquisition Sub any information or any designees of Parent or Acquisition Sub) any non-public information relating to data concerning the Company or any of its SubsidiariesSubsidiaries regarding or with respect to any Competing Proposal or (d) approve or recommend, make any public statement approving or recommending, or afford to enter into any Person (other than Parentagreement relating to, Acquisition Sub any inquiry, proposal or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public informationoffer that constitutes, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to, a Competing Proposal (collectively, the “Restricted Activities”). Shareholder shall, and shall use its reasonable best efforts to an Acquisition Proposal; (iii) participate cause the Shareholder Affiliates and its and their respective Representatives acting on behalf of Shareholder or engage in the Shareholder Affiliates to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to an Acquisition Proposal; any Competing Proposal by or (iv) enter into any Contract contemplating on behalf of Shareholder or otherwise relating to an Acquisition Transactionthe Shareholder Affiliates. Without limiting Notwithstanding the foregoing, it Shareholder, its affiliates and its and their respective Representatives may engage in any Restricted Activities to the same extent that the Company is understood that any violation permitted to do so pursuant to Section 5.2 of the foregoing restrictions by Merger Agreement and, if the Company is engaging in Restricted Activities pursuant to Section 5.2 of the Merger Agreement, Shareholder, its affiliates and its and their respective Representatives may participate with the Company in such Restricted Activities. For purposes of this Agreement, the term Competing Proposal shall not include any Subsidiary of Stockholder or Representatives of Stockholder transaction involving Shareholder or any of its Subsidiaries shall be deemed to be affiliates, other than a breach transaction involving the disposition of any assets, equity securities or businesses of the Company or any Company Subsidiary (other than a change of control of any direct or indirect parent of the Company for any primary purpose other than the circumvention of the Shareholder’s obligations under this Section 5.02Agreement through an indirect transfer of Shares).

Other Offers. Neither the Stockholder (in the Stockholder’s capacity as such), nor any of the Stockholder’s Subsidiaries, if any, shall, nor shall the Stockholder or any of the Stockholder’s Subsidiaries, if any, authorize or permit any of its their or their respective Representatives to, and the Stockholder shall instruct, and cause each applicable Subsidiary of the Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) directly or indirectly solicit, initiateinitiate or knowingly facilitate or encourage the submission to the Company of any inquiry, cause proposal or induce the making, submission or announcement ofoffer that constitutes, or knowingly encouragecould reasonably be expected to lead to, facilitate or assist, an Acquisition Company Takeover Proposal; (ii) participate in any discussions or negotiations regarding, furnish to any Person (other than Parent, Acquisition Merger Sub or any designees of Parent or Acquisition Merger Sub) any non-public information relating to the Company or any of its SubsidiariesSubsidiaries with respect to or in connection with, or afford take any other action intended to any Person (other than Parent, Acquisition Sub facilitate or any designees of Parent or Acquisition Sub) access encourage the submission to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with to, any Person with respect to an Acquisition Company Takeover Proposal; or (iviii) enter into any Contract contemplating agreement, arrangement or otherwise relating understanding with respect to an Acquisition Transactionany Company Takeover Proposal. Without limiting The Stockholder shall, and shall cause its Subsidiaries, if any, and Representatives to immediately cease all discussions and negotiations regarding any inquiry, proposal or offer pending on the foregoingdate of this Agreement that constitutes, it is understood that any violation of or could reasonably be expected to lead to, a Company Takeover Proposal. Nothing in this Agreement shall be construed to prohibit the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed the Stockholder’s Representatives who is an officer or member of the Company Board from taking any action in his or her capacity as an officer or member of the Company Board or, in accordance with the terms of the Merger Agreement, from taking any action with respect to be a breach any Company Takeover Proposal as an officer of this Section 5.02the Company or member of the Company Board.

Other Offers. Neither Except to the extent Parent is permitted to take such action pursuant to the Merger Agreement, neither the Stockholder (in the Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall the Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, knowingly encourage or knowingly encourage, facilitate or assist, an Acquisition Proposal; , (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford regarding Parent to any Person (other than Parent, Acquisition Sub in connection with or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead response to an Acquisition Proposal; , (iii) engage in, enter into, continue or otherwise participate or engage in any discussions or negotiations with any Person with respect to an to, or otherwise knowingly cooperate in any way with any person (or any representative thereof) with respect to, any Acquisition Proposal; , (iv) approve, endorse or recommend or propose to approve, endorse or recommend, any Acquisition Proposal or (ivv) enter into any letter of intent or similar document or any Contract contemplating contemplating, approving, endorsing or otherwise relating recommending or proposing to an approve, endorse or recommend, any Acquisition TransactionTransaction or accepting any Acquisition Proposal; provided, however, that none of the foregoing restrictions shall apply to the Stockholder’s and its Representatives’ interactions with Parent, Merger Sub, the Company and their respective subsidiaries and representatives. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of the Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.023.3

Other Offers. Neither Stockholder (From and after the date hereof until the termination of this Agreement in accordance with its terms, such Stockholder’s , in his, her or its capacity as such)a stockholder of the Company, shall not, nor to the extent applicable to Stockholder, shall such Stockholder authorize any of Stockholder’s Subsidiariespartner, if anyofficer, shalldirector, nor shall advisor or representative of, such Stockholder or any of his, her or its affiliates to (and, to the extent applicable to Stockholder’s Subsidiaries, if any, authorize or permit such Stockholder shall use reasonable best efforts to prohibit any of his, her or its representatives or their respective Representatives affiliates to), and Stockholder shall instruct(a) initiate, and cause each applicable Subsidiary of Stockholder to instructsolicit, each such Representative not toinduce, directly explore, or indirectly, knowingly take any of action to facilitate or encourage the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement ofof any Acquisition Proposal, or knowingly encourageany inquiries, facilitate proposals or assist, offers that may reasonably be expected to lead to an Acquisition Proposal; , (iib) enter into or participate in any discussions or negotiations with, furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, Subsidiaries or afford access to any Person (other than Parent, Acquisition Sub information or any designees of Parent or Acquisition Sub) access data relating to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, Subsidiaries or otherwise cooperate in any such case with the intent way with, assist or facilitate any Third Party that is seeking to induce the making, submission or announcement ofmake, or the intent to encourage, facilitate or assisthas made, an Acquisition Proposal, (c) enter into any agreement, including, without limitation, any agreement in principle, term sheet, letter of intent, memorandum of understanding or similar arrangement with respect to an Acquisition Proposal, (d) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the 0000 Xxx) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any inquiries party in taking or the making of planning any proposal action that would reasonably be expected to lead compete with, restrain or otherwise serve to an Acquisition Proposal; interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (iiie) participate initiate a shareholders’ vote or engage in discussions or negotiations with any Person action by consent of the Company’s shareholders with respect to an Acquisition Proposal; , or (ivf) enter into except by reason of this Agreement (but without conceding the existence of a “group” (as such term is used in Section 13(d) of the 0000 Xxx) solely by virtue of this Agreement), become a member of a “group” with respect to any Contract contemplating or otherwise relating to voting securities of the Company that takes any action in support of an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02Proposal.

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.025.2

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, will not authorize or permit any of its or their respective his Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, instruct each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting Stockholder (in Stockholder’s capacity as such) shall, and shall cause his Representatives to immediately cease any and all existing discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal, and shall request the return from all such Persons or the destruction by such Persons of all copies of confidential information previously provided to such Persons by Stockholder or his Representatives. Stockholder shall promptly notify Parent if he becomes aware of any receipt by Stockholder or his Representatives of (i) any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, the terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such Acquisition Proposal). Stockholder shall keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal known to Stockholder, request or inquiry (and Stockholder shall provide Parent with copies of any additional written materials received by it that relate to such Acquisition Proposal, inquiry or request). Notwithstanding the foregoing, it is understood that nothing herein shall limit or affect any violation actions taken by Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement, including taking any of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall actions that would be deemed permitted to be a breach of this Section 5.02taken by the Company pursuant to the Merger Agreement.

Other Offers. Neither Except to the extent Parent is permitted to take such action pursuant to the Merger Agreement, no Stockholder (in such Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall any Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, knowingly encourage or knowingly encourage, facilitate or assist, an Acquisition Proposal; , (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford regarding Parent to any Person (other than Parent, Acquisition Sub in connection with or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead response to an Acquisition Proposal; , (iii) engage in, enter into, continue or otherwise participate or engage in any discussions or negotiations with any Person with respect to an to, or otherwise knowingly cooperate in any way with any Person (or any Representative thereof) with respect to, any Acquisition Proposal; , (iv) approve, endorse or recommend or propose to approve, endorse or recommend, any Acquisition Proposal, or (ivv) enter into any letter of intent or similar document or any Contract contemplating contemplating, approving, endorsing or otherwise relating recommending or proposing to an approve, endorse or recommend, any Acquisition TransactionTransaction or accepting any Acquisition Proposal; provided, however, that none of the foregoing restrictions shall apply to such Stockholder’s and its Representatives’ interactions with the Company, Merger Sub or Parent or their respective subsidiaries and Representatives. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of any Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.023.2

Other Offers. Neither Stockholder (in Stockholder’s 's capacity as such), nor any of Stockholder’s 's Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s 's Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.025.2

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any and each of Stockholder’s Subsidiaries, if any, shallshall not, nor and shall Stockholder or use their respective reasonable best efforts to cause Stockholder’s and any of Stockholder’s Subsidiaries’ officers, directors, employees or other Representatives, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiateinitiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making of any inquiry, cause offer or induce the making, submission or announcement ofproposal that would reasonably be expected to lead to any Acquisition Proposal, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to conduct or engage in any Person (other than Parentdiscussions or negotiations with, Acquisition Sub or any designees of Parent or Acquisition Sub) disclose any non-public information relating to the Company or any of its SubsidiariesSubsidiaries to, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any such case with the intent to induce the making, submission or announcement ofway with, or the intent to encourageknowingly assist, participate in, facilitate or assistencourage any effort by, any Third Party that is seeking to make, or has made, an Acquisition Proposal Proposal. Stockholder shall notify Parent promptly (but in no event later than 24 hours) after receipt by Stockholder (or, to the extent applicable, after Stockholder obtains knowledge of the receipt by his, her or any inquiries or the making its Representatives), of any Acquisition Proposal, any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate , or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise request for non-public information relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party, in either case in connection with any Acquisition Proposal or inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal. In such notice, Stockholder shall be deemed identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, inquiry, offer, proposal or request. Commencing upon the provision of any notice referred to above, Stockholder shall keep Parent reasonably informed, on a prompt basis of the status and material terms of any such Acquisition Proposal, inquiry, offer, proposal or request, including any material amendments or proposed amendments as to price and other material terms thereof. The parties hereto acknowledge that it would not be a breach violation of this Section 5.024.02 if the Stockholder refers any unsolicited inquiry, offer or proposal to the Company and informs Parent of the receipt of such inquiry, offer or proposal as described above.

Other Offers. Neither Stockholder the Stockholders (in Stockholder’s the Stockholders’ capacity as such), nor any of Stockholder’s the Stockholders’ Subsidiaries, if any, shall, nor shall Stockholder the Stockholders or any of Stockholder’s the Stockholders’ Subsidiaries, if any, authorize or permit any of its their or their respective Representatives to, and Stockholder the Stockholders shall instruct, and cause each applicable Subsidiary of Stockholder the Stockholders to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting The Stockholders shall, and shall cause their Subsidiaries, if any, and Representatives to immediately cease any and all existing discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal, and shall request the foregoingreturn from all such Persons or the destruction by such Persons of all copies of confidential information previously provided to such Persons by the Stockholders, it is understood that their Subsidiaries or Representatives. Nothing in this Agreement shall be construed to prohibit any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed such Stockholder’s Representatives who is an officer or member of the Board of Directors of the Company from taking any action in his or her capacity as an officer or member of the Board of Directors of the Company or, subject to be a breach the limitations set forth in the Merger Agreement, from taking any action with respect to any Acquisition Proposal as an officer or member of this Section 5.02such Board of Directors.

Other Offers. Neither Stockholder (in Stockholder’s capacity as sucha) The Seller shall not (whether directly or indirectly through advisors, agents or other intermediaries), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, the Seller authorize or permit any of its officers, directors, agents, representatives or their respective Representatives advisors to, and Stockholder shall instruct(x) solicit, and cause each applicable Subsidiary initiate or take any action knowingly to facilitate the submission of Stockholder inquiries, proposals or offers from any corporation, partnership, person or other entity or group, other than the Buyer, relating to instructa transaction similar to or competitive with, each such Representative not toor that could reasonably be expected to impede, interfere with, prevent or materially delay, or which could reasonably be expected to materially dilute the benefits to the Buyer of, the transactions contemplated by this Agreement, including, without limitation, any acquisition or purchase, directly or indirectly, take of any of the following actions: Assets or any interest in either or both of the Programs or (ieach such transaction being referred to herein as an "ACQUISITION PROPOSAL"), or agree to or endorse any Acquisition Proposal, (y) solicitenter into or participate in any discussions or negotiations regarding any of the foregoing, initiate, cause or induce the making, submission or announcement of(z) otherwise cooperate in any way with, or knowingly encourageassist or participate in, facilitate or assistencourage, an Acquisition Proposal; (ii) furnish to any Person effort or attempt by any other person (other than Parent, Acquisition Sub the Buyer and its representatives and affiliates) to do or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or seek any of the foregoing. The Seller shall immediately cease and cause its Subsidiariesadvisors, agents and other intermediaries to cease any and all existing activities, discussions or afford negotiations with any parties conducted heretofore with respect to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with foregoing. The Seller hereby represents that the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage Seller is not now engaged in discussions or negotiations with any Person party other than the Buyer with respect to an any Acquisition Proposal; . (b) The Seller shall (i) immediately notify the Buyer (orally and in writing) if any offer is made, any discussions or negotiations are sought to be initiated, any inquiry, proposal or contact is made or any information is requested with respect to any Acquisition Proposal, (ii) promptly notify the Buyer of the terms of any proposal which it may receive in respect of any such Acquisition Proposal, including, without limitation, the identity of the prospective purchaser or soliciting party, (iii) promptly provide the Buyer with a copy of any such offer, if written, or a written summary (in reasonable detail) of such offer, if not in writing, and (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting keep the foregoing, it is understood that any violation Buyer informed of the foregoing restrictions by any Subsidiary status of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02such offer and the offeror's efforts and activities with respect thereto.

Other Offers. Neither Stockholder (in Stockholder’s capacity as such)a) The Company agrees that it shall not, nor and shall cause its Subsidiaries and its Representatives and its Subsidiaries’ Representatives not to (and shall not authorize any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives them to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, ) directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or knowingly encourage, facilitate, propose or induce any inquiry with respect to, or the making, submission or announcement ofof any inquiries, offers or knowingly encourageproposals relating to, facilitate any Acquisition Proposal, (ii) initiate, enter into, explore, maintain, participate in or assist, continue any discussions or negotiations with any Person regarding an Acquisition Proposal or any inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal; (ii) , or furnish or disclose to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, Subsidiaries or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, books or records of the Company or other non-public informationany of its Subsidiaries in connection with or in response to an Acquisition Proposal or any inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in negotiations with any Person with respect to any personnelAcquisition Proposal, (iv) approve, endorse or recommend or propose or determine to approve endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 8.2(d)), or (v) approve, endorse or recommend, or propose or determine to approve, endorse or recommend or enter into any agreement in principle, arrangement, understanding, term sheet, letter of intent or contract relating to any Acquisition Proposal or transaction contemplated thereby (except as permitted pursuant to Sections 8.2(d)). (b) As soon as reasonably practicable (and in any event within one business day) after receipt by the Company or any of its Subsidiaries (including through a notification by its representatives) of any Acquisition Proposal or any request for information or inquiry which it reasonably believes could lead to an Acquisition Proposal, the Company shall provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, the identity of the Person or “Group” (as such term is defined under Section 13(d) of the Exchange Act) making any such Acquisition Proposal, request or inquiry and a copy of such proposal, request or inquiry, if in writing (or, where such proposal, request or inquiry was not in writing, a description of the terms of such proposal, request or inquiry), and any written material submitted in connection with such proposal request or inquiry. Upon receipt of an Acquisition Proposal, the Company shall (i) provide Parent as promptly as reasonably practicable (and in any event within one business day) oral and written notice setting forth all such information as is reasonably necessary to keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry, and any communications related thereto (including with respect to the terms of any such proposal, request or inquiry and whether such proposal, request or inquiry has been modified or withdrawn) and (ii) provide Parent as promptly as reasonably practicable (and in any event, within one business day after receipt or delivery thereof) with copies of all correspondence and other written materials sent or provided to the Company or any of its Subsidiaries or its or their directors, employees, agents or Representatives from any third party or its agents or Representatives in connection with any such proposal, request or inquiry or that was sent or provided by the Company or its Subsidiaries or its or their directors, employees, agents or Representatives to any third party or its agents or Representatives in connection with such proposal, request or inquiry. The Company shall provide any information to Parent that it is providing to any third party pursuant to this Section 8.2(b) at the same time it provides such information to such other third party. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any third party after the date hereof that prohibits the Company or any of its Subsidiaries from providing such information to Parent. (c) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Company receives an unsolicited, bona fide written Acquisition Proposal from a third party at any time prior to the Company Stockholder Approval being obtained and its Board of Directors (or the Special Committee) has in good faith concluded (following the receipt of the advice of its outside legal counsel and its financial advisor), that such Acquisition Proposal is, or is reasonably likely to result in, a Superior Proposal, it may then take the following actions: (i) furnish nonpublic information to the third party making such Acquisition Proposal, provided that (A) (1) concurrently with furnishing any such nonpublic information to such party, its gives Parent written notice of its intention to furnish nonpublic information and (2) it receives from the third party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such third party on its behalf, the terms of which are at least as restrictive as the terms contained in the Confidentiality Agreement and (B) contemporaneously with furnishing any such nonpublic information to such third party, it furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished); and (ii) engage in negotiations with the third party with respect to the Acquisition Proposal, provided that as soon as reasonably practicable (and in any event within one business day) prior to entering into negotiations with such third party, it gives Parent written notice of the its intention to enter into negotiations with such third party. (d) In response to the receipt of an Acquisition Proposal that the Board of Directors of the Company (or the Special Committee) determines in good faith, after consultation with its financial advisors and outside legal advisors, constitutes a Superior Proposal (taking into account any adjustment to the terms and conditions of the Merger proposed by Parent in response to such Acquisition Proposal), the Board of Directors of the Company may withhold, withdraw, amend or modify, or propose or resolve to withdraw, amend or modify the Company Board Recommendation, and, in the case of a Superior Proposal that is a tender or exchange offer made directly to its stockholders, may recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by the Board of Directors of the Company (or the Special Committee), a “Change of Recommendation”), if all of the following conditions are met: (i) a Superior Proposal with respect to it has been made and has not been withdrawn; (ii) the Company Stockholder Approval has not been obtained; (iii) it has determined, after consultation with its financial advisors and outside legal counsel, that such action is necessary to comply with the Board of Directors’ fiduciary duties to the Company’s stockholders under applicable Law; (iv) it shall have (A) provided to Parent written notice at least 5 business days prior to taking such action which shall state expressly (1) that it has received a Superior Proposal (and provided Parent with the terms and provisions of the Superior Proposal and copies of such agreements and/or documents providing for the Superior Proposal), (2) the identity of the Person or Group making the Superior Proposal, and (3) that it intends to effect a Change of Recommendation and the manner in which it intends to do so, and (B) made available to Parent all nonpublic information (to the extent such nonpublic information has not been previously so furnished) made available to the Person or Group making the Superior Proposal in connection with such Superior Proposal; and (v) it shall not have breached in any material respect any of the provisions set forth in Section 8.1 or this Section 8.2. (e) Nothing contained in this Agreement shall prohibit the Board of Directors of the Company from taking and disclosing to its stockholders, to the extent required by applicable Law, a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement; provided, further, that in any such disclosure document or communication prepared, filed, issued or made in conjunction with the compliance by the Company, the Board of Directors of the Company or any committee thereof with such rules or regulations as set forth in this Section 8.2(e), the Board of Directors of the Company (or any committee thereof) shall, except as expressly permitted by Section 8.2(d), re-affirm its recommendation to the Company’s stockholders to adopt this Agreement and approve the Merger (including the Company Board Recommendation). (f) The Company shall, and shall cause its Subsidiaries, Representatives and Affiliates to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party conducted on or prior to the date hereof with respect to any Acquisition Proposal or any proposal or discussion that could reasonably be expected to lead to an Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly, and in any event within three business days after the date hereof, inform the Persons referred to in the first sentence of Section 8.2(a) of this Section 8.2. The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 8.2 by any of its Subsidiaries or any Representatives of the Company or any of its Subsidiaries, in any whether or not such case with the intent Person is purporting to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation act on behalf of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 5.028.2 by the Company.

Other Offers. Neither Stockholder (in Stockholder’s 's capacity as such)) shall not, nor any of Stockholder’s Subsidiariesand shall use its reasonable best efforts to cause its officers, directors, employees or other agents, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause initiate or induce take any action to facilitate or encourage the making, submission of any Acquisition Proposal or announcement ofany inquiries or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to conduct or engage in any Person (other than Parentdiscussions or negotiations with, Acquisition Sub or any designees of Parent or Acquisition Sub) disclose any non-public information relating to the Company or any of its SubsidiariesSubsidiaries to, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the non-public business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any such case with the intent to induce the making, submission or announcement ofway with, or the intent to encourageknowingly assist, participate in, facilitate or assistencourage any effort by, any Third Party that has expressed an intent to make, or has made, an Acquisition Proposal, provided, however, that Stockholder shall not be barred from entering into a voting agreement, containing terms that are substantially the same as those contained herein (including termination concurrent with the termination of any related agreement and plan of merger), with any Third Party that submits an Acquisition Proposal that, in accordance with Section 6.03 of the Merger Agreement, the Board of Directors of the Company has determined is a Superior Proposal. Stockholder shall notify Parent promptly (but in no event later than 24 hours) after receipt by Stockholder (or any inquiries or the making of its Representatives), of any proposal Acquisition Proposal, any inquiry that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate , or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise request for non-public information relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder Company or any of its Subsidiaries or for access to the non-public business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party. Stockholder shall provide such notice in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication, offer, proposal or request. Stockholder shall keep Parent reasonably informed, on a prompt basis, of the status and material terms of any such Acquisition Proposal, inquiry, offer, proposal or request, including any material amendments or proposed amendments as to price and other material terms thereof; provided that prompt disclosure by the Company to Parent as to the status and material terms of such Acquisition Proposal, inquiry, offer, proposal or request shall be deemed to be a breach of satisfy Stockholder's obligations under this Section 5.02sentence.

Other Offers. Neither Each Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor and shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of cause its or their respective Representatives representatives to, and Stockholder shall instruct, immediately cease and cause each applicable Subsidiary to be terminated any existing discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal. From the date hereof until termination of Stockholder to instructthis Agreement in accordance with ‎Article 6, each such Representative Stockholder agrees not to, directly or indirectly, take any of the following actions: to (ia) solicit, initiate, cause or induce the making, submission or announcement of, initiate or knowingly encourage, facilitate or assist, an Acquisition Proposal; encourage (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees including by way of Parent or Acquisition Sub) any furnishing non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) providing access to the business, Company’s properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or ) any inquiries regarding, or the making of any proposal or offer that would constitutes, or could reasonably be expected to lead result in, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding an Acquisition Proposal (other than with Parent and its representatives) or (c) approve or enter into any letter of intent, acquisition agreement or any similar agreement relating to an Acquisition Proposal; (iii) provided, however, that each Stockholder may participate or engage in any discussions or negotiations with with, and furnish non-public information to, any Person with respect person who has made an Acquisition Proposal covered by Section 6.4(b) of the Merger Agreement if the Company is then permitted to participate in any discussions or negotiations with, and furnish non-public information to, such person pursuant to Section 6.4(b) of the Merger Agreement. A Stockholder shall promptly (and in any event within 24 hours after receipt), notify Parent both orally and in writing of the receipt by such Stockholder of an Acquisition Proposal; or (iv) enter into , any Contract contemplating or otherwise inquiries relating to an Acquisition TransactionProposal or any request for information from, or any negotiations sought to be initiated or continued with, either such Stockholder or its representatives concerning an Acquisition Proposal. Without limiting the foregoing, it is understood that any violation The written notice shall include a written summary of the foregoing restrictions by any Subsidiary material terms of Stockholder such Acquisition Proposal, inquiry or Representatives request, including the identity of Stockholder the person or any group of its Subsidiaries persons making the Acquisition Proposal, inquiry or request; provided that no notice shall be deemed required pursuant to be this ‎Section 5.02 with respect to any Acquisition Proposal, inquiry or request to the extent the Company delivers a breach written notice pursuant to Section 6.4 of the Merger Agreement containing the information and within the time period required by this Section 5.02‎Section 5.02 with respect to such Acquisition Proposal, inquiry or request.

Other Offers. (a) Neither Stockholder the Company nor any of its Subsidiaries shall (in Stockholder’s capacity as suchwhether directly or indirectly through advisors, agents or other intermediaries), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder the Company or any of Stockholder’s Subsidiaries, if any, its Subsidiaries authorize or permit any of its or their respective Representatives toofficers, and Stockholder shall instructdirectors, and cause each applicable Subsidiary of Stockholder agents, representatives, advisors or Subsidiaries to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (ix) solicit, initiateinitiate or take any action to facilitate or encourage the submission of inquiries, cause proposals or induce the making, submission or announcement ofoffers from any Person (as defined below) (other than Parent) relating to any Acquisition Proposal, or knowingly encourage, facilitate agree to or assist, an endorse any Acquisition Proposal; , (iiy) enter into or participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any Person any information with respect to its business, properties or assets in connection with any Acquisition Proposal or (other than Parent, Acquisition Sub z) grant any waiver or release under any designees of Parent standstill or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford similar agreement with respect to any Person (other than Parent, Acquisition Sub or any designees class of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, equity securities of the Company or any of its Subsidiaries; PROVIDED, however, that, prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer representing together with shares of Company Common Stock already owned by Parent at least 50.1% of the shares of Company Common Stock outstanding, the foregoing shall not prohibit the Company (either directly or indirectly through advisors, agents or other intermediaries) from (i) furnishing information pursuant to a confidentiality letter deemed appropriate by the Special Committee (a copy of which shall be provided for informational purposes only to Parent) concerning the Company and its businesses, properties or assets to a Person who in any such case with the intent to induce judgment of the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Special Committee has made a bona fide Acquisition Proposal; , (iiiii) participate or engage engaging in discussions or negotiations with any such a Person with respect to an who in the judgment of the Special Committee has made a bona fide Acquisition Proposal; or , (iviii) enter into any Contract contemplating or otherwise relating to an following receipt of a bona fide Acquisition Transaction. Without limiting the foregoingProposal, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02taking and

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor Such Shareholder shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not tonot, directly or indirectly, take any of the following actions: (i) take any action to solicit, initiate, cause initiate or induce the making, submission encourage any Acquisition Proposal or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish subject to any Person (other than Parentfiduciary duties of such Shareholder as an officer, Acquisition Sub director or shareholder of the Company under applicable law as advised by the Company's counsel, engage in discussions or negotiations with, or disclose any designees of Parent or Acquisition Sub) any non-public nonpublic information relating to the Company or any of its Subsidiaries, Subsidiary or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assetsbooks or records of the Company or any Subsidiary to, books, records any Person that such Shareholder knows or other non-public informationhas reason to know may be considering making, or has made, an Acquisition Proposal or has agreed to endorse an Acquisition Proposal. Such Shareholder will promptly notify Buyer after receipt of an Acquisition Proposal or any personnelindication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any Subsidiary or for access to the properties, books or records of the Company or any of its Subsidiaries, in Subsidiaries by any such case with the intent to induce the Person that may be considering making, submission or announcement of, or the intent to encourage, facilitate or assisthas made, an Acquisition Proposal or any inquiries or Proposal, which notification shall include the making identity of the offeror and the terms and conditions of any proposal that would reasonably be expected Acquisition Proposal (but only to lead to an the extent such Shareholder may disclose such information without breaching its fiduciary duties as advised by counsel and as determined in good faith and without violating any of the conditions of such Acquisition Proposal; ), and will keep Buyer fully informed of the status and details (iiisubject to such fiduciary duties) participate or engage in discussions or negotiations with of any Person with respect to an such Acquisition Proposal; , indication or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02request.

Other Offers. Neither Each Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor and shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of cause its or their respective Representatives representatives to, and Stockholder shall instruct, immediately cease and cause each applicable Subsidiary to be terminated any existing discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal. From the date hereof until termination of Stockholder to instructthis Agreement in accordance with Article 6, each such Representative Stockholder agrees not to, directly or indirectly, take any of the following actions: to (ia) solicit, initiate, cause or induce the making, submission or announcement of, initiate or knowingly encourage, facilitate or assist, an Acquisition Proposal; encourage (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees including by way of Parent or Acquisition Sub) any furnishing non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) providing access to the business, Company’s properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or ) any inquiries regarding, or the making of any proposal or offer that would constitutes, or could reasonably be expected to lead result in, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding an Acquisition Proposal (other than with Parent and its representatives) or (c) approve or enter into any letter of intent, acquisition agreement or any similar agreement relating to an Acquisition Proposal; (iii) provided, however, that each Stockholder may participate or engage in any discussions or negotiations with with, and furnish non-public information to, any Person with respect person who has made an Acquisition Proposal covered by Section 6.4(b) of the Merger Agreement if the Company is then permitted to participate in any discussions or negotiations with, and furnish non-public information to, such person pursuant to Section 6.4(b) of the Merger Agreement. A Stockholder shall promptly (and in any event within 24 hours after receipt), notify Parent both orally and in writing of the receipt by such Stockholder of an Acquisition Proposal; or (iv) enter into , any Contract contemplating or otherwise inquiries relating to an Acquisition TransactionProposal or any request for information from, or any negotiations sought to be initiated or continued with, either such Stockholder or its representatives concerning an Acquisition Proposal. Without limiting the foregoing, it is understood that any violation The written notice shall include a written summary of the foregoing restrictions by any Subsidiary material terms of Stockholder such Acquisition Proposal, inquiry or Representatives request, including the identity of Stockholder the person or any group of its Subsidiaries persons making the Acquisition Proposal, inquiry or request; provided that no notice shall be deemed required pursuant to be a breach of this Section 5.025.02 with respect to any Acquisition Proposal, inquiry or request to the extent the Company delivers a written notice pursuant to Section 6.4 of the Merger Agreement containing the information and within the time period required by this Section 5.02 with respect to such Acquisition Proposal, inquiry or request.

Other Offers. Neither Stockholder (in Stockholder’s capacity as such)From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 9.01, nor any of Stockholder’s SubsidiariesAlcatel and its Subsidiaries will not, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or and Alcatel will not permit any of the officers, directors, employees, investment bankers, consultants, representatives and other agents of Alcatel and its or their respective Representatives to, Subsidiaries to (and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each instruct such Representative Persons not to), directly or indirectly, take any of the following actions: action to (ia) solicit, initiate, cause or induce the making, submission or announcement of, initiate or knowingly encourageencourage or facilitate the making of any Alcatel Acquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations or enter into any agreement, facilitate arrangement or assist, understanding with respect to an Alcatel Acquisition Proposal; , (iib) furnish to any Person (other than Parent, Acquisition Sub disclose or any designees of Parent or Acquisition Sub) provide any non-public information relating to the Company Alcatel or any Subsidiary of its Subsidiaries, or afford Alcatel to any Person with respect thereto, (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Subc) afford access to the business, properties, assetsbooks or records of Alcatel or any Subsidiary of Alcatel to, booksany Person that has made, records or to Alcatel's knowledge, is considering making, any Alcatel Acquisition Proposal, (d) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other agreement relating to an Alcatel Acquisition Proposal or (e) propose publicly or agree to any of the foregoing relating to an Alcatel Acquisition Proposal; provided that nothing contained in this Section 6.07 shall prevent Alcatel, prior to the receipt of the Alcatel Shareholder Approval, from furnishing non-public informationinformation to, or entering into discussions or negotiations with, any Person in connection with an unsolicited bona fide written Alcatel Acquisition Proposal received from such Person prior to any personnelAlcatel Shareholder Approval, of the Company or any of its Subsidiaries, in any such case with the intent so long as prior to induce the making, submission or announcement offurnishing non-public information to, or entering into discussions or negotiations with, such Person, (i) the intent to encourage, facilitate or assist, an Board of Directors of Alcatel by a majority vote determines in its good faith judgment that such Alcatel Acquisition Proposal or any inquiries or the making of any proposal that would is reasonably be expected to lead to an Acquisition Proposal; Alcatel Superior Proposal (after consulting with its financial advisors), taking into account any revisions to the terms of the Merger or this Agreement proposed by Lucent after being notified pursuant to this Section 6.07, (ii) Alcatel is not then in breach of its obligations under this Section 6.07 and (iii) participate or engage Alcatel enters into, and receives from such Person, an executed confidentiality agreement on terms no less favorable to Alcatel than those contained in discussions or negotiations with any Person with respect to an Acquisition Proposal; or the Confidentiality Agreement (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this as defined in Section 5.027.03

Other Offers. Neither (a) Each Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives tonot, and Stockholder shall instructwill use his, and her or its reasonable best efforts to cause each applicable Subsidiary of Stockholder to instruct, each such Representative their Representatives not to, directly or indirectly, take any of the following actions: (i) take any action to initiate, solicit, initiateencourage, cause negotiate or induce take any action to facilitate, any inquiries or the making, submission making of any proposal or announcement ofoffer with respect to, or knowingly encouragea transaction to effect, facilitate or assist, an any Acquisition Proposal; , (ii) furnish to engage in discussions with, or disclose any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public nonpublic information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its SubsidiariesSubsidiaries to, or cooperate in any such case with the intent to induce the way with, any Person that may be considering making, submission or announcement of, or the intent to encourage, facilitate or assisthas made, an Acquisition Proposal or has agreed to endorse an Acquisition Proposal or (iii) approve or recommend, or propose publicly to approve or recommend, or execute or enter into, or propose publicly to approve or enter into, any inquiries letter of intent or other agreement related to any Acquisition Proposal; provided that the making foregoing shall not limit or prohibit DK or SW from participating in discussions with the members of any proposal the Board of Directors of the Company if DK or SW, as the case may be, determines in good faith after consultation with independent legal counsel that the failure to so act would reasonably be expected to lead to constitute a breach of his or her fiduciary duty as a director of the Company. (b) Each Stockholder will promptly notify LVMH after receipt of an Acquisition Proposal; (iii) participate Proposal or engage in discussions or negotiations with any indication that any Person with respect to is considering making an Acquisition Proposal; Proposal or (iv) enter into any Contract contemplating or otherwise request for nonpublic information relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person that may be considering making, or has made, an Acquisition Proposal indicating, in connection with such notice, the name of such Person and the material terms and conditions of any such Acquisition Proposal, indication or request and will keep LVMH fully informed of the status and details of any such Acquisition Proposal, indication or request; provided, however, that no such disclosure or delivery of such notice shall be deemed required if it would reasonably be expected to be constitute a breach of this Section 5.02their fiduciary duty as directors or officers of the Company (as reasonably determined by such Stockholders after taking into account the advice of their independent legal counsel).

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, a) No Company Entity shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, it authorize or permit any of its Affiliates or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: indirectly (i) solicit, initiate, cause encourage or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an of any Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding, or furnish to any Person or "Group" (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Subas such term is defined in Section 13(d) under the Exchange Act) any non-public nonpublic information relating to the Company or any of its Subsidiarieswith respect to, or afford take any other action to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would constitutes or may reasonably be expected to lead to an to, any Acquisition Proposal; , (iii) participate approve, endorse or engage in discussions or negotiations with recommend any Person with respect to an Acquisition Proposal; , or (iv) enter into any Contract agreement contemplating or otherwise relating to any Acquisition Transaction. Notwithstanding the foregoing, this Section 9.2(a) shall not prohibit a Company Entity from furnishing nonpublic information regarding any Company 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 all of the following conditions are met: (A) no Company Entity or Representative or Affiliate thereof shall have solicited, initiated, encouraged or induced the making, submission or announcement of any Acquisition Proposal, (B) the Special Committee determines in its good faith judgment (based on, among other things, the advice of the Special Committee Financial Advisor or any other financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, (C) the Special Committee 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 9.2, to the shareholders of the Company under applicable Law, (D) (1) prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, the Company gives Purchaser written notice of the identity of such Person or Group and of the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) the Company receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing party than the terms of the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, the Company furnishes such nonpublic information to Purchaser (to the extent such nonpublic information has not been previously furnished by the Company to Purchaser). (b) In addition to the obligations of the Company set forth in Section 9.2(a), as promptly as practicable, and in any event within one business day after any of the executive officers of the Company become aware thereof, the Company shall advise Purchaser of any request received by the Company for nonpublic information which the Company reasonably believes could lead to an Acquisition TransactionProposal 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 Company shall keep Purchaser informed promptly of material amendments or modifications to any such request or Acquisition Proposal. (c) The Company and its Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will use their respective reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal. Without limiting the foregoing, it is understood agreed that any violation of the foregoing restrictions set forth in this Section 9.2, by any Subsidiary Affiliate or Representative of Stockholder or Representatives of Stockholder or any of its Subsidiaries Company Entity shall be deemed to be a breach of this Section 5.029.2 by the Company. (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.

Other Offers. Neither Stockholder (in Stockholder’s capacity as such)a) DSLT agrees that (i) prior to the Effective Time, neither it nor any of Stockholder’s Subsidiariesits Subsidiaries will, if any, shall, nor shall Stockholder or any and each of Stockholder’s Subsidiaries, if any, authorize or them will not permit any of its officers, directors, employees, agents or their respective Representatives representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, and Stockholder shall instruct, and cause each applicable Subsidiary solicit or encourage (including by way of Stockholder to instruct, each such Representative not tofurnishing confidential or non-public information), directly or indirectly, take any inquiry, proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a tender offer, merger, consolidation, share exchange or similar transaction involving, or any purchase of all or a material part of the assets on a consolidated basis or the capital stock of, DSLT or any of the following actions: its Subsidiaries (iany such transaction, proposal or offer being hereinafter referred to as an "Acquisition Proposal") solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, engage in any negotiations concerning an Acquisition Proposal; and (ii) furnish each of them will immediately cease and cause to be terminated any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or existing negotiations with any Person parties conducted heretofore with respect to any of the foregoing. (b) DSLT will promptly notify parent in writing of any requests for such information or the receipt of any Acquisition Proposal, including the identity of the person or group engaging in such discussions or negotiations, requesting such information or making such Acquisition Proposal, and the material terms and conditions of any Acquisition Proposal. (c) Nothing in this Section 6.14 shall permit DSLT to enter into any agreement with respect to an Acquisition Proposal; or (iv) Proposal during the term of this Agreement, it being agreed that during the term of this Agreement, DSLT shall not enter into any Contract contemplating agreement with any person that provides for, or otherwise relating to in any way facilitates, an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02Proposal.

Other Offers. Neither Such Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shallshall not, nor shall such Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its officers, directors, employees, investment bankers, attorneys, accountants, consultants or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not other agents or advisors to, directly or indirectly, take any of the following actions: (i1) solicit, initiate, cause initiate or induce take any action to knowingly facilitate or encourage the making, submission or announcement ofof any Acquisition Proposal, or knowingly encourageany inquiry or the making of any proposal that could reasonably be expected to lead to the submission of any Acquisition Proposal or (2) enter into or participate in any discussions or negotiations with, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, Subsidiaries or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, books or records or other non-public information, or to any personnel, of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any such case with the intent to induce the making, submission or announcement ofway with, or the intent to encourageknowingly assist, participate in, facilitate or assistencourage any effort by any Third Party that has made, or to the knowledge of such Stockholder, is seeking to make, an Acquisition Proposal, except that to the extent the Company exercises its rights under and in accordance with Section 6.03(b)(i) of the Merger Agreement (and the receipt of such Acquisition Proposal did not result from a breach by such Stockholder of this Section 5.02) (a “Fiduciary Exercise”) with respect to any Third Party or its Representatives or financing sources (a “Permitted Party”), the foregoing clause (ii) shall not apply with respect to discussions or negotiations with, or furnishing of information or affording access to, or cooperating with, the Permitted Party to the extent related to or arising from the Fiduciary Exercise. Such Stockholder will promptly notify Parent after receipt of (i) an Acquisition Proposal or (ii) any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise request for nonpublic information relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries in each case in clause (ii) by any Person that has made, or to the knowledge of Stockholders, is seeking to make, an Acquisition Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal, indication or request. Nothing in this Section 5.02 shall be deemed prohibit any Stockholder from contacting any Person making any inquiry or proposal in order to notify such Person of the provisions of this Agreement or from informing the Company of any information required to be a breach of communicated by such Stockholder to Parent pursuant to this Section 5.02.

Other Offers. Neither Stockholder Unless the Company is then permitted to take any action actions referred to in either of clauses (x) or (y) of Section 5.2(b) of the Merger Agreement, in Stockholder’s capacity as such)which case, nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and the Stockholder shall instructbe permitted to take any action then permitted to be taken by the Company, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not toagrees that it shall not, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause knowingly encourage or induce knowingly facilitate the making, submission or an announcement ofof any Company Competing Proposal or the making of any inquiry, offer or knowingly encourageproposal that could reasonably be expected to lead to any Company Competing Proposal or (i) participate in any negotiations regarding any Company Competing Proposal, facilitate or assist, an Acquisition Proposal; (ii) furnish to afford any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, booksemployees, officers, directors, books or records or other non-public information, or to any personnel, of the Company or any of its SubsidiariesCompany Subsidiary, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary, in each case, in connection with any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Company Competing Proposal or any inquiries inquiry, offer or proposal that could reasonably be expected to lead to any Company Competing Proposal, (iii) engage in discussions with any Person with respect to any Company Competing Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to any Company Competing Proposal, (iv) enter into any letter of intent, agreement in principle, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to, or any agreement or commitment (X) contemplating or otherwise providing for, any Company Competing Proposal or (Y) requiring the making Company to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or to breach its obligations under the Merger Agreement, or (v) resolve, propose or agree to do any of the foregoing. Stockholder shall immediately cease any and all discussions or negotiations with any Person conducted heretofore with respect to any Company Competing Proposal. For purposes of this Section 5.2, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent and its affiliates (including Merger Sub) and Parent’s Representatives. Notwithstanding anything to the contrary contained in this Agreement, Stockholder may inform a Person that has made (prior to the date hereof) or makes (after the date hereof) a Company Competing Proposal of the provisions of this Section 5.2 so long as Stockholder otherwise comply with this Section 5.2 in connection therewith. Stockholder shall notify Parent in writing promptly (but in no event later than twenty-four (24) hours) after receipt by Stockholder of any Company Competing Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition a Company Competing Proposal; (iii) participate , or engage any request for nonpublic information relating to the Company or any Company Subsidiary or for access to the business, properties, assets, employees, officers, directors, books or records of the Company or any Company Subsidiary by any Person, in discussions or negotiations each case in connection with any Company Competing Proposal or inquiry, offer or proposal that would reasonably be expected to lead to a Company Competing Proposal. Such notice shall identify the Person with respect to an Acquisition making, and the material terms and conditions of, any such Company Competing Proposal; , inquiry, offer, proposal or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02request.

Other Offers. Neither Except to the extent Parent is permitted to take such action pursuant to the Merger Agreement, the Stockholder (in the Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall) shall not, nor shall the Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiateinitiate or knowingly encourage, cause induce or induce facilitate the communication, making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to of any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or Acquisition Inquiry or take any inquiries or the making of any proposal action that would could reasonably be expected to lead to an Acquisition Proposal; Proposal or Acquisition Inquiry, (ii) furnish any nonpublic information regarding Parent to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry, (iii) participate or engage in discussions or negotiations with any Person with respect to an any Acquisition Proposal; Proposal or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal, (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to an any Acquisition TransactionTransaction or (vi) publicly propose to do any of the foregoing; provided, however, that none of the foregoing restrictions shall apply to the Stockholder’s and its Representatives’ interactions with Parent, Merger Sub, the Company and their respective Subsidiaries and Representatives. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of the Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.023.3

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any and each of Stockholder’s Subsidiaries, if any, shallshall not, nor and shall Stockholder or use their respective reasonable best efforts to cause Stockholder’s and any of Stockholder’s Subsidiaries’ officers, directors, employees or other Representatives, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, initiate or knowingly encourage, take any action to facilitate or assist, an Acquisition Proposal; (ii) furnish to encourage the submission of any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an any Acquisition Proposal; , or (iiiii) participate conduct or engage in any discussions or negotiations with with, disclose any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise non-public information relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that may be considering making, or has made, an Acquisition Proposal, or has agreed to endorse an Acquisition Proposal. Stockholder shall notify Parent promptly (but in no event later than 24 hours) after receipt by Stockholder or any of Stockholder’s Subsidiaries, if any (or any of their respective Representatives), of any Acquisition Proposal, any inquiry that would reasonably be deemed expected to be lead to an Acquisition Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party or any other indication that a breach Third Party is considering making an Acquisition Proposal. Stockholder shall provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. Stockholder shall keep Parent informed, as promptly as practicable, of this Section 5.02the status and terms of any such Acquisition Proposal, indication or request, including the material resolved and unresolved issues related thereto and material amendments or proposed amendments as to price and other material terms thereof.

Other Offers. Neither Stockholder From the date hereof until the termination of this Agreement, Expert and the Expert Subsidiaries will not, and will use their best efforts to cause their officers, directors, employees, controlling stockholders, agents or representatives (in Stockholder’s capacity as such)including, nor without limitation, any of Stockholder’s Subsidiariesinvestment banker, if any, shall, nor shall Stockholder attorney or accountant retained by it or any of Stockholder’s its Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative ) not to, directly or indirectly, take any of the following actions: (i) take any action to solicit, initiate, cause encourage or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making or implementation of any proposal that would reasonably be expected or offer (including, without limitation, any proposal or offer to lead its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, Expert or any of the Expert Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal; (iii) participate , or engage in otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Expert will promptly cease and cause to be terminated any existing activities, discussions or negotiations with any Person parties conducted heretofore with respect to any of the foregoing and will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 6.9. Expert will notify Activision promptly if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; PROVIDED, HOWEVER, that nothing contained in this Section 6.9 shall prohibit the Board of Directors of Expert from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Expert pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets or stock, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of Expert determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders under applicable law as advised by outside legal counsel to Expert, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Expert provides written notice to Activision to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which the Board of Directors of Expert determined in good faith was required to be executed in order for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law as advised by outside legal counsel to Expert), Expert keeps Activision informed of the status (not the terms) of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, the Board of Directors of Expert shall be permitted from time to time to take the following actions in the circumstances described below: (i) to withdraw or modify in a material and negative respect its approval or recommendation of this Agreement or the Merger in a manner adverse to Activision or (ii) to approve or recommend or enter into an agreement with respect to an Acquisition Proposal; or Proposal if, in each such case, (ivx) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting Proposal is publicly proposed, publicly disclosed or communicated to Expert and (y) the foregoingBoard of Directors of Expert determines in good faith, it is understood that any violation of based on the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any advice of its Subsidiaries outside legal counsel, that such action is required in order to comply with its fiduciary duties to the stockholders of Expert. No action by the Board of Directors of Expert permitted by the preceding sentence (each, a "Permitted Action") shall be deemed to be constitute a breach of this Agreement by Expert, provided that such Permitted Action shall give rise to the rights of Activision set forth in Section 5.028.3. hereof.