Common use of Other Offers Clause in Contracts

Other Offers. Except in connection with the ------------ Apex Transaction, from the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company and its Subsidiaries and the officers, directors, employees or other agents of the Company and its Subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person that may be considering making, or has made, a Company Acquisition Proposal. Except in connection with the Apex Transaction, the Company will promptly notify RHCI after receipt of any Company Acquisition Proposal or any indication that any Person is considering making a Company Acquisition Proposal or any request for nonpublic information relating to the 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, a Company Acquisition Proposal. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and other than the Apex Transaction.

Other Offers. Except in connection with the ------------ Apex Transaction, from the date hereof until the earlier to occur of the Effective Time and Until the termination hereofof this Agreement, the Company and its Subsidiaries subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its Subsidiaries will notsubsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with subject to the fiduciary duties of the Board of Directors of the Company under applicable law law, as advised in writing by Holland & Knight LLP, counsel to the Company, and in response to an unsolicited request therefor by a person who a majority of the Company's Board of Directors believes intends to submit a Superior Acquisition Proposal (defined below), engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries to, any Person person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, a Company an Acquisition Proposal; PROVIDED, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Parent after receipt of any Company Acquisition Proposal or any indication notice that any Person person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries by any Person person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, a Company an Acquisition Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal, indication or request. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries subsidiaries or the acquisition of any significant equity interest in, or a substantial significant portion of the assets of, the Company or any of its Subsidiariessubsidiaries, other than the transactions contemplated by this Agreement Agreement; and other than the Apex Transaction."Superior

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company and its Subsidiaries subsidiaries, and the officers, directors, employees financial or other agents legal advisors of the Company and its Subsidiaries subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries to, any Person person that may be considering making, or has made, a Company an Acquisition Proposal. Except in connection with the Apex Transaction, the The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify RHCI Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after receipt of any Company Acquisition Proposal, indication that any person is considering making an Acquisition Proposal or any indication that any Person is considering making a Company Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries by any Person that may be person who is considering making, making or has made, a Company made an Acquisition Proposal. For purposes The Company will keep Parent fully informed of the status and details of any such Acquisition Proposal or request. The Company shall, and shall cause its subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons conducted heretofore with respect to any Acquisition Proposal. Notwithstanding any provision of this Section, nothing in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to an Acquisition Proposal by a third party to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders which, in the judgment of the Board of Directors with the advice of outside counsel, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and its Board of Directors under any other provision of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and other than the Apex Transaction.

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company and its Subsidiaries and the officers, directors, employees or other agents of the Company and its Subsidiaries will not, directly or indirectly, not (i) take any action to solicit, initiate or knowingly encourage inquiries or proposals that constitute, or reasonably would be expected to lead to, any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in discussions or negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary of its Subsidiaries the Company or afford access to the properties, books or records of the Company or any Subsidiary of its Subsidiaries the Company to, any Person (or any of its agents or representatives) that the Company believes may be considering making, or has made, an Acquisition Proposal; provided that nothing contained in this Section 5.04 shall (A) prevent the Company from furnishing non-public information to, or entering into discussions or negotiations with, any Person in connection with an unsolicited bona fide Acquisition Proposal received from such Person so long as prior to furnishing non-public information to, or entering into discussions or negotiations with, such Person, (1) the Company receives from such Person an executed confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement, (2) the Board of Directors has reasonably concluded that such Acquisition Proposal constitutes a Superior Proposal and (3) the Company has otherwise complied with this Section 5.04 or (B)prevent the Company and its Subsidiaries from taking actions in the ordinary course of business consistent with past practice and not in connection with any Acquisition Proposal. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Buyer as soon as possible, but in any event within 24 hours, after receipt of any Company Acquisition Proposal or any indication that any Person is considering making a Company Acquisition Proposal or any request for nonpublic information relating to the Company or any Subsidiary of its Subsidiaries the Company or for access to the properties, books or records of the Company or any Subsidiary of its Subsidiaries the Company by any Person that the Company believes may be considering making, or has made, a Company an Acquisition Proposal. For purposes Such notice to Buyer shall indicate the identity of the Person making the Acquisition Proposal or request and in reasonable detail the terms thereof. If the financial or other material terms of such Acquisition Proposal are modified in any material respect, then the Company shall notify Buyer as soon as possible, and in any event within 24 hours. The Company will immediately cease and cause its advisors and agents to cease any and all existing activities, discussions or negotiations regarding an Acquisition Proposal with any parties previously contacted; provided that the Company may inform such parties that this Agreement has been entered into and that the previously disclosed exploration of strategic alternatives process has been terminated. Nothing contained in this Agreement shall prohibit the Board of Directors of the Company from (i)taking and disclosing to the Companys shareholders a position with respect to a tender offer for the Shares by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, (ii) making such disclosure to the Companys shareholders as, in the judgment of the Board of Directors of the Company, based on the advice of outside counsel, is required under applicable law or under the rules of the NASDAQ Stock Market, or (iii) responding to any unsolicited proposal or inquiry solely by advising the person making such proposal or inquiry of the terms of this AgreementSection 5.04. From the date hereof until the termination hereof, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company (i) shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement (other than any entered into in the ordinary course of business not in connection with any Acquisition Proposal and other than as permitted under the proviso to the first sentence of this Section 5.04) to which it or any of its Subsidiaries or is a party and (ii) shall enforce, to the acquisition fullest extent permitted under applicable law, the provisions of any equity interest insuch agreement, or a substantial portion of the assets ofincluding, the Company or any of its Subsidiarieswithout limitation, other than the transactions contemplated by this Agreement seeking to obtain injunctions to prevent breaches thereof that are known to it and other than the Apex Transactionspecific performance thereof.

Other Offers. Except in connection with the ------------ Apex Transaction, from the date hereof until the earlier to occur of the Effective Time and Until the termination hereofof this Agreement, the Company and its Subsidiaries subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its Subsidiaries will notsubsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with subject to the fiduciary duties of the Board of Directors under applicable law law, as advised in writing by Gibsxx, Xxnn & Xrutxxxx XXX, counsel to the Company, and in response to an unsolicited request that has been submitted to the Company's Board of Directors and determined to be a Superior Acquisition Proposal (defined below), engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries to, any Person person that has advised the Company that it may be considering making, or that has made, a Company an Acquisition Proposal, provided, however, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's shareholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Parent after receipt of any Company Acquisition Proposal or any indication that any Person person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries by any Person person that has advised the Company that it may be considering making, or that has made, a Company an Acquisition Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal, notice or request. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries subsidiaries or the acquisition of any significant equity interest in, or a substantial significant portion of the assets of, the Company or any of its Subsidiariessubsidiaries, other than the transactions contemplated by this Agreement and other Agreement. "Superior Acquisition Proposal" means an Acquisition Proposal which a majority of the disinterested directors determines in its good faith judgment (based on the written advice of Advest) to be more favorable to the Company's shareholders than the Apex TransactionOffer or the Merger, and for which financing, to the extent required, is then committed.

Other Offers. Except in connection with the ------------ Apex Transaction, from the date hereof until the earlier to occur of the Effective Time and Until the termination hereofof this Agreement, neither Seller, the Company and its Subsidiaries and nor any of their respective affiliates will, nor will they authorize the officers, directors, employees employees, representatives or other agents of Seller, the Company and its Subsidiaries will notor any of such affiliates to, directly or indirectly, (ia) take any action to solicit, solicit or initiate or encourage any Company Acquisition Proposal (as defined below) or (iib) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries Sub or afford access to the properties, books or records of the Company or any of its Subsidiaries Sub to, any Person person that has advised the Company or Seller or otherwise made known the fact that such person may be considering making, or that has made, a Company an Acquisition Proposal. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Buyer orally and in writing after receipt of any Company Acquisition Proposal or any indication notice that any Person person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries Sub or for access to the properties, books or records of the Company or any of its Subsidiaries Sub by any Person person that has advised the Company or Seller or otherwise made known the fact that such person may be considering making, or that has made, a Company an Acquisition Proposal and will promptly disclose to Buyer the status and details of any such Acquisition Proposal, indication or request. Seller shall (j) immediately cease and cause to be terminated as of the date of this Agreement any ongoing discussions or negotiations with any third parties concerning an Acquisition Proposal and direct such third parties to return to Seller all information received by them from the Company or Seller or their respective representatives and (b) direct and cause all of its representatives to cease engaging in the foregoing. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any written indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries Sub or the acquisition of any significant equity interest in, or a substantial significant portion of the assets of, the Company or any of its Subsidiariessubsidiary, other than the transactions with Buyer contemplated by this Agreement and other than the Apex TransactionAgreement.

Other Offers. Except in connection with the ------------ Apex Transaction, from (a) From the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company and its Subsidiaries and the their respective officers, directors, employees employees, representatives (including any investment banker, attorney or accountant) and other agents of the Company and its Subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with subject to the fiduciary duties of the Board of Directors under applicable law as advised by Xxxxx Xxxx & Xxxxxxxx, counsel to the Company, engage in discussions or negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries Subsidiary or afford access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary to, any Person that may be considering making, or has made, a Company an Acquisition Proposal. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Buyer after receipt of any Company Acquisition Proposal or any indication that any Person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries Subsidiary or for access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary by any Person that may be considering making, or has made, a Company an Acquisition Proposal. For purposes , which notification shall include the identity of this Agreement, "the offeror and the terms and conditions of any Acquisition Proposal (but only to the extent the Board of Directors of the Company 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" means any offer or proposal for), or any indication and will keep Buyer fully informed (subject to such fiduciary duties) on a current basis of interest in, a merger or other business combination involving the Company or any of its Subsidiaries or the acquisition status and details of any equity interest insuch Acquisition Proposal, indication or a substantial portion of the assets of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and other than the Apex Transactionrequest.

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company and its the Subsidiaries and the officers, directors, employees or other agents of the Company and its the Subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate or encourage take any Company action knowingly to facilitate the submission of any Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with subject to the fiduciary duties of the Board of Directors under applicable law as advised by Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries Subsidiary or afford access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary to, any Person that may be considering makingPerson, or has made, a except to customers and suppliers of the Company Acquisition Proposaland its Subsidiaries in the ordinary course of business. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Buyer after receipt of any Company Acquisition Proposal or any indication that any Person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries Subsidiary or for access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary by any Person that may be considering making, or has made, a an Acquisition Proposal and will keep Buyer fully informed of the status and, subject to the fiduciary duties of the Board of Directors of the Company under Delaware Law, details of any such Acquisition Proposal, indication or request. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries Subsidiary or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any of its SubsidiariesSubsidiary, other than the transactions contemplated by this Agreement Agreement. Notwithstanding the foregoing, if the Board of Directors of the Company receives an Acquisition Proposal which it determines in good faith will provide greater value to the Company and other its stockholders than the Apex Transactiontransactions contemplated hereby (a "Superior Proposal"), the Board of Directors of the Company may, prior to the receipt of approval of the Merger from the stockholders of the Company, withdraw or modify its approval or recommendation of the Merger and this Agreement, approve or recommend a Superior Proposal or terminate this Agreement in accordance with Section 9.01(i) but in each case, only at a time that is at least five business days after Buyer's receipt of written notice advising Buyer that the Board of Directors of the Company has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and the names of the person or persons making such Superior Proposal. Within the five-business-day period referred to herein, Buyer may propose an improved transaction to the Board of Directors of the Company.

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur termination of the Effective Time and the termination hereofthis Agreement, the Company and its Subsidiaries will not, and the will use their reasonable best efforts to cause their officers, directors, employees or other agents of the Company and its Subsidiaries will notnot to, directly or indirectly, (i) take any action to solicit, solicit or initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by independent legal counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person that may be considering making, or has made, a Company Acquisition ProposalProposal or has agreed to endorse any Company Acquisition Proposal (other than the Merger). Except (Nothing herein shall prohibit the Company from amending or waiving the provisions of confidentiality agreements it has entered into with third persons in connection with respect of the Apex Transaction, ability of such persons to submit a Company Acquisition Proposal to the Company or its stockholders.) The Company will promptly as reasonably practicable notify RHCI Parent after receipt of any Company Acquisition Proposal or any indication that any Person is considering making a Company Acquisition Proposal or any request for nonpublic information relating to the 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, a Company Acquisition Proposal or that the Company intends to engage in negotiations with, or to provide information to any such Person. The Company shall as promptly as reasonably practicable provide Parent with the identity of such Person and a reasonable description of such Company Acquisition Proposal. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, (i) a merger merger, share exchange or business combination or similar transaction, (ii) any sale, lease, exchange, transfer or other business combination disposition of 25% or more of the assets of the Company and its Subsidiaries, taken as a whole, in a single transaction or series of transactions (whether or not related) or (iii) any tender offer or exchange offer for 25% or more of the outstanding shares of capital stock of the Company involving the Company or any of its Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and other than the Apex Transaction.assets

Other Offers. Except in connection with the ------------ Apex Transaction, from the date hereof until the earlier to occur of the Effective Time and Until the termination hereofof this Agreement, the Company and its Subsidiaries subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its Subsidiaries will notsubsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with subject to the fiduciary duties of the Board of Directors under applicable law law, as advised by Winsxxxx Xxxhxxxx & Xinixx X.X., counsel to the Company, and in response to an unsolicited request that has been submitted to the Company's Board of Directors and determined to be a Superior Acquisition Proposal (defined below), engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries to, any Person person that has advised the Company that it may be considering making, or that has made, a Company an Acquisition Proposal, provided, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Parent after receipt of any Company Acquisition Proposal or any indication that any Person person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries by any Person person that has advised the Company that it may be considering making, or that has made, a Company an Acquisition Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal, notice or request. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries subsidiaries or the acquisition of any significant equity interest in, or a substantial significant portion of the assets of, the Company or any of its Subsidiariessubsidiaries, other than the transactions contemplated by this Agreement and other Agreement. "Superior Acquisition Proposal" means an acquisition proposal which a majority of the Company's disinterested directors determines in its good faith judgment (after receiving the advice of the Company's independent financial advisor) to be more favorable to the Company's stockholders than the Apex TransactionOffer or the Merger, and for which financing, to the extent required, is then committed or which a majority of the Company's disinterested directors reasonably believes will be available when required. For purposes of this Section 5.4, direct or indirect ownership of Shares shall not by itself cause a director to not be deemed to be disinterested.

Other Offers. Except in connection with the ------------ Apex TransactionThe Company, from the date hereof until the earlier to occur of the Effective Time SRH and the termination hereoftheir respective Subsidiaries, the Company and its Subsidiaries and the officers, directors, employees financial or other agents legal advisors of the Company Company, SRH and its Subsidiaries their respective Subsidiaries, will not, directly or indirectly, (ia) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or Alternative Offer or (iib) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company Company, SRH or any of its their respective Subsidiaries or afford access to the properties, books or records of the Company Company, SRH or any of its their respective Subsidiaries to, any Person that may be considering making, or has made, a Company Acquisition Proposal. Except in connection with the Apex Transaction, the Company will promptly notify RHCI after receipt of any Company an Acquisition Proposal or any indication Alternative Offer; provided that any Person is considering making the Company and SRH may, in response to an unsolicited written proposal from a Company third party regarding an Acquisition Proposal or Alternative Offer engage in the activities specified in clause (b) of this Section 7.4, if (i) in the opinion of the outside counsel of the Company or of SRH, as the case may be, such action is required for the Board of Directors of the Company or of SRH, as the case may be, to comply with the duties applicable to directors under applicable law and (ii) the Company or SRH has received from such third party an executed confidentiality agreement with terms not materially less favorable to the Company or to SRH than those contained in the Confidentiality Agreement. The Company and SRH will immediately notify Parent orally and will promptly (and in no event later than 24 hours after the relevant event) notify Parent in writing (which oral and written notices shall identify the Person making the Acquisition Proposal or Alternative Offer or request for information and set forth the material terms thereof) after having received any Acquisition Proposal or Alternative Offer, or request for nonpublic information relating to the Company or SRH or any of its their respective Subsidiaries or for access to the properties, books or records of the Company Company, SRH or any of its their respective Subsidiaries by any Person that may be who is considering making, making or has mademade an Acquisition Proposal or Alternative Offer. The Company and SRH will keep Parent fully and currently informed of the status and details of any such Acquisition Proposal or Alternative Offer or request and any related discussions or negotiations. The Company and SRH shall, and shall cause their respective Subsidiaries and directors, officers and financial and legal advisors to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal or Alternative Offer. Nothing in this Section 7.4 shall prohibit the Company or its Board of Directors from taking and disclosing to the stockholders of the Company a position with respect to an Acquisition Proposal by a third party to the extent required under the Exchange Act or from making such disclosure to the stockholders of the Company Acquisition Proposalor of SRH which, in the judgment of the outside counsel of the Company or of SRH, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and of SRH and their respective Boards of Directors under any other provision of this Agreement. For purposes of this Agreement, "Company Alternative Offer" means any offer or proposal for, or any indication of interest in (a) an acquisition of securities representing 10% or more of the voting power of SRH or 25% or more of the voting power of any Subsidiary of SRH or (b) a purchase, lease or other acquisition or assumption of all or a substantial portion of the assets or deposits of SRH or any of its Subsidiaries. For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal for, or any indication of interest in, in (w) a merger or other business combination consolidation, or any similar transaction, involving the Company or any Significant Subsidiary of its Subsidiaries the Company, (x) a purchase, lease or the other acquisition or assumption of any equity interest in, all or a substantial portion of the assets of, or deposits of the Company or all or substantially all of the assets or deposits of any Significant Subsidiary of its Subsidiariesthe Company, (y) a purchase or other than acquisition (including by way of merger, consolidation, share exchange or otherwise) of beneficial ownership (the transactions contemplated by term "beneficial ownership" for purposes of this Agreement having the meaning assigned thereto in Section 13(d) of the Exchange Act, and other the rules and regulations thereunder) of securities representing 10% or more of the voting power of the Company or more than 25% of SRH any Significant Subsidiary of the Apex TransactionCompany, or (z) any substantially similar transaction.

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company and its Subsidiaries will not, and the Company shall use reasonable efforts to cause the officers, directors, employees or other agents of the Company and its the Subsidiaries will notnot to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with subject to the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries Subsidiary or afford access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary to, any Person that may be considering making, or has made, a Company an Acquisition Proposal. Except ; provided, however, that nothing contained in this Agreement shall prevent the Company, the Company's directors or the Special Committee from furnishing nonpublic information to, or affording access to the properties, books or records of the Company or any Subsidiary to, or entering into discussions or an agreement with, any Person in connection with an unsolicited Acquisition Proposal by such Person or recommending an unsolicited Acquisition Proposal to the Apex Transactionstockholders of the Company, if and only to the extent that (1) the Company's directors or the Special Committee, as the case may be, determine 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 and (2) prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person, the Company's directors or the Special Committee, as the case may be, receive from such Person an executed confidentiality agreement with customary terms. The Company will promptly notify RHCI Parent after receipt of any Company Acquisition Proposal or any indication that any Person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries Subsidiary or for access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary by any Person that may be considering making, or has made, a Company an Acquisition Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal, indication or request. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries Subsidiary or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any of its SubsidiariesSubsidiary, other than the transactions contemplated by this Agreement and other than the Apex TransactionAgreement.

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company and its Subsidiaries and the officers, directors, employees or other agents of the Company and its Subsidiaries will not, directly or indirectly, not (i) take any action to solicit, initiate or knowingly encourage inquiries or proposals that constitute, or reasonably would be expected to lead to, any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in discussions or negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary of its Subsidiaries the Company or afford access to the properties, books or records of the Company or any Subsidiary of its Subsidiaries the Company to, any Person (or any of its agents or representatives) that the Company believes may be considering making, or has made, an Acquisition Proposal; provided that nothing contained in this Section 5.04 shall (A) prevent ---- the Company from furnishing non-public information to, or entering into discussions or negotiations with, any Person in connection with an unsolicited bona fide Acquisition Proposal received from such Person so long as prior to furnishing non-public information to, or entering into discussions or negotiations with, such Person, (1) the Company receives from such Person an executed confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement, (2) the Board of Directors has reasonably concluded that such Acquisition Proposal constitutes a Superior Proposal and (3) the Company has otherwise complied with this Section 5.04 or (B) prevent the Company and its Subsidiaries from taking actions in the ---- ordinary course of business consistent with past practice and not in connection with any Acquisition Proposal. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Buyer as soon as possible, but in any event within 24 hours, after receipt of any Company Acquisition Proposal or any indication that any Person is considering making a Company Acquisition Proposal or any request for nonpublic information relating to the Company or any Subsidiary of its Subsidiaries the Company or for access to the properties, books or records of the Company or any Subsidiary of its Subsidiaries the Company by any Person that the Company believes may be considering making, or has made, a Company an Acquisition Proposal. For purposes Such notice to Buyer shall indicate the identity of the Person making the Acquisition Proposal or request and in reasonable detail the terms thereof. If the financial or other material terms of such Acquisition Proposal are modified in any material respect, then the Company shall notify Buyer as soon as possible, and in any event within 24 hours. The Company will immediately cease and cause its advisors and agents to cease any and all existing activities, discussions or negotiations regarding an Acquisition Proposal with any parties previously contacted; provided that the Company may inform such parties that this Agreement has been entered into and that the previously disclosed exploration of strategic alternatives process has been terminated. Nothing contained in this Agreement shall prohibit the Board of Directors of the Company from (i) taking and disclosing to the Company's shareholders a position with respect to a tender offer for the Shares by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, (ii) making such disclosure to the Company's shareholders as, in the judgment of the Board of Directors of the Company, based on the advice of outside counsel, is required under applicable law or under the rules of the NASDAQ Stock Market, or (iii) responding to any unsolicited proposal or inquiry solely by advising the person making such proposal or inquiry of the terms of this AgreementSection 5.04. From ----- the date hereof until the termination hereof, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company (i) shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement (other than any entered into in the ordinary course of business not in connection with any Acquisition Proposal and other than as permitted under the proviso to the first sentence of this Section 5.04) to which ---- it or any of its Subsidiaries or is a party and (ii) shall enforce, to the acquisition fullest extent permitted under applicable law, the provisions of any equity interest insuch agreement, or a substantial portion of the assets ofincluding, the Company or any of its Subsidiarieswithout limitation, other than the transactions contemplated by this Agreement seeking to obtain injunctions to prevent breaches thereof that are known to it and other than the Apex Transactionspecific performance thereof.

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company and its the Subsidiaries and the officers, directors, employees or other agents of the Company and its the Subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate initiate, facilitate or encourage any Company Acquisition Proposal (as defined below) or ), (ii) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries Subsidiary or afford access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary to, any Person that may be considering making, or has made, a an Acquisition Proposal or (iii) enter into any agreement or understanding requiring the Company Acquisition Proposalto abandon, terminate or fail to consummate the Merger or the other transactions contemplated hereby. Except in connection with the Apex Transaction, the The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify RHCI (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after receipt of any Company Acquisition Proposal or any indication that any Person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries Subsidiary or for access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary by any Person that may be considering making, or has made, a an Acquisition Proposal and will keep Buyer fully informed of the status and details of any such Acquisition Proposal, indication or request. The Company shall, and shall cause the Subsidiaries and the Company's directors, officers, employees, financial advisors and other agents and representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries Subsidiary or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any of its SubsidiariesSubsidiary, other than the transactions contemplated by this Agreement and other than the Apex TransactionAgreement.

Other Offers. Except in connection with the ------------ Apex Transaction, from the date hereof until the earlier to occur of the Effective Time and Until the termination hereofof this Agreement, the Company and its Subsidiaries subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its Subsidiaries will notsubsidiaries to, directly or indirectly, (i) take any action to solicit, initiate ini- tiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with subject to the fiduciary duties of the Board of Directors of the Company under applicable law law, as advised in writing by Wachtell, Lipton, Xxxxx & Xxxx, counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries to, any Person person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, an Acquisition Pro- posal; provided, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a Company Acquisition Proposalposition with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Parent after receipt of any Company Acquisition Proposal or any indication notice that any Person person is considering consider- ing making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or for access to the properties, books or records of the Company Com- pany or any of its Subsidiaries subsidiaries by any Person person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, a Company an Acquisition Proposal and will keep Parent informed of the status and details of any such Acquisition Proposal, indication or request. For purposes of this Agreement, "Company Acquisition ProposalPro- posal" means any offer or proposal for, or any indication written indica- tion of interest in, a merger or other business combination involving the Company or any of its Subsidiaries subsidiaries or the acquisition acqui- sition of any significant equity interest in, or a substantial significant portion of the assets of, the Company or any of its Subsidiariessubsidiar- ies, other than the transactions contemplated by this Agreement and other than the Apex TransactionAgree- ment.

Other Offers. Except in connection with the ------------ Apex Transaction, from the date hereof until the earlier to occur of the Effective Time and Until the termination hereofof this Agreement, the Company and its Subsidiaries subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its Subsidiaries will notsubsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with subject to the fiduciary duties of the Board of Directors of the Company under applicable law law, as advised in writing by Wachtell, Lipton, Rosen & Katz, counsel to the Company, engage in negotiations withnegotiationx xxxh, or disclose xx xisclose any nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries to, any Person person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, a Company an Acquisition Proposal; provided, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Parent after receipt of any Company Acquisition Proposal or any indication notice that any Person person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries by any Person person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, a Company an Acquisition Proposal and will keep Parent informed of the status and details of any such Acquisition Proposal, indication or request. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any written indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries subsidiaries or the acquisition of any significant equity interest in, or a substantial significant portion of the assets of, the Company or any of its Subsidiariessubsidiaries, other than the transactions contemplated by this Agreement Agreement. SECTION 5.5. State Takeover Statutes; Rights Agreement. (a) If any "fair price", "control share acquisition", "moratorium" or other anti-takeover statute, or similar statute or regulation shall become applicable to the Offer, the Merger or this Agreement, or any other transactions contemplated hereby, the Company and its Board of 21 Directors shall take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated hereby, may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other transactions contemplated hereby. (b) Except as otherwise provided in Section 4.1(m)(ii), the Company shall not redeem the Rights or amend (other than to delay the Apex Transaction.Distribution Date or to render the Rights inapplicable to the Offer and the Merger) or terminate the Rights Agreement prior to the Effective Time unless required to do so by a court of competent jurisdiction. ARTICLE VI

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company and its the Subsidiaries and the officers, directors, employees or other agents of the Company and its the Subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required except as may be required, in accordance response to an unsolicited bona fide written Acquisition Proposal, in order to comply with the fiduciary duties of the Board of Directors under applicable law as advised in writing by counsel to the CompanyCompany Counsel, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries Subsidiary or afford access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary to, any Person that may be considering making, or has made, a Company Acquisition ProposalPerson. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI (and in no event later than 24 hours after receipt of any Company the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal or and set forth the material terms thereof) Buyer after (i) the Company has received any indication Acquisition Proposal, (ii) the Company has actual knowledge that any Person is considering making a an Acquisition Proposal, or (iii) the Company Acquisition Proposal or has received any request for nonpublic information relating to the Company or any of its Subsidiaries Subsidiary, or for access to the properties, books or records of the Company or any of its Subsidiaries Subsidiary, by any Person that may be the Company has actual knowledge is considering making, or has made, a an Acquisition Proposal. The Company will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. The Company shall not engage in negotiations with, or disclose any nonpublic information to, any such Person unless it receives from such Person an executed confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 11.9). The Company shall, and shall cause its Subsidiaries and the Company's directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, for a merger or other business combination involving the Company or any of its Subsidiaries Subsidiary or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any of its SubsidiariesSubsidiary, other than the transactions contemplated by this Agreement and other than the Apex TransactionAgreement.

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur of the Effective Time and the termination hereof, the Company FTD, its Affiliates and its Subsidiaries and the their respective officers, directors, employees employees, or other agents of the Company will immediately cease any existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal and its Subsidiaries will not, not directly or indirectly, (ia) engage in discussions or negotiations with or take any action to solicit, initiate initiate, or encourage any Company offer or indication of interest from any Person with respect to any Acquisition Proposal Proposal, (as defined belowb) propose, authorize, recommend, or enter into any agreement with respect to any Acquisition Proposal, or (iic) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries FTD or afford access to the its properties, books books, or records of the Company or any of its Subsidiaries to, to any Person that may who might be considering making, or has made, a Company an offer with respect to an Acquisition Proposal. Except in connection with the Apex Transaction, the Company FTD will promptly notify RHCI Buyer after receipt of receiving any Company Acquisition Proposal offer or any indication that any Person is considering making a Company solicitation with respect to an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries it or for access to the its properties, books books, or records of the Company or any of its Subsidiaries by any Person that may be considering making, or has made, a Company an offer with respect to an Acquisition Proposal, and will keep Buyer fully informed of the status and details of any such offer, indication, or request and provide Buyer with a copy thereof. Notwithstanding anything herein to the contrary, FTD may respond to, negotiate with, disclose information and provide access to its properties, books and records pursuant to confidentiality agreements, and enter into any agreement with any Person with respect to an unsolicited written Acquisition Proposal if the Board of Directors of FTD by a majority vote determines in its good faith judgment based as to legal matters on the written opinion of outside counsel that failing to take such action would constitute a breach of the Board's fiduciary duties. For purposes of this AgreementSection 17.1, "Company Acquisition Proposal" means any offer or proposal for, or any indication of interest in, for a merger or other business combination involving the Company FTD or any of its Subsidiaries or the acquisition of any equity interest inSubsidiaries, or a substantial portion to acquire any material assets of the assets of, the Company FTD or any of its the Subsidiaries, other than (a) the transactions contemplated by this Agreement and other than (b) any such transaction among FTD, FTDA, and/or any of the Apex TransactionSubsidiaries.

Other Offers. Except in connection with the ------------ Apex Transaction, from the date hereof until the earlier to occur of the Effective Time and Until the termination hereofof this Agreement, the Company and its Subsidiaries subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its Subsidiaries will notsubsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with subject to the fiduciary duties of the Board of Directors of the Company under applicable law law, as advised in writing by Wachtell, Lipton, Xxxxx & Xxxx, counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries to, any Person person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, a Company an Acquisition Proposal; provided, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Except in connection with the Apex Transaction, the The Company will promptly notify RHCI Parent after receipt of any Company Acquisition Proposal or any indication notice that any Person person is considering making a Company an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries subsidiaries by any Person person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, a Company an Acquisition Proposal and will keep Parent informed of the status and details of any such Acquisition Proposal, indication or request. For purposes of this Agreement, "Company Acquisition Proposal" means any offer or proposal for, or any written indication of interest in, a merger or other business combination involving the Company or any of its Subsidiaries subsidiaries or the acquisition of any significant equity interest in, or a substantial significant portion of the assets of, the Company or any of its Subsidiariessubsidiaries, other than the transactions contemplated by this Agreement and other than the Apex TransactionAgreement.

Other Offers. Except in connection with the ------------ Apex Transaction, from From the date hereof until the earlier to occur termination of the Effective Time and the termination hereofthis Agreement, the Company will not, and will cause its Subsidiaries and the directors, officers, directorsemployees, employees or financial advisors and other agents or representatives of the Company and or any of its Subsidiaries will notnot to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Company Acquisition Proposal (as defined below) or (ii) unless otherwise required in accordance with the fiduciary duties of the Board of Directors under applicable law as advised by counsel respect to the Company, Company or engage in negotiations with, or disclose any nonpublic non-public information relating to the Company or any Subsidiary of its Subsidiaries the Company or afford access to the properties, books or records of the Company or any Subsidiary of its Subsidiaries the Company to, any Person that may be has informed the Company that it is considering making, or has made, an Acquisition Proposal with respect to the Company, or any Person that the Company after reasonable inquiry believes is a potential purchaser of the Company, provided, however, that the Company may, in response to an unsolicited bona fide written proposal regarding an Acquisition Proposal by any Person, disclose such non-public information to or engage in negotiations with such Person, if the Board of Directors of the Company determines in good faith that such Acquisition Proposal is reasonably likely to be a Superior Proposal. Except in connection with the Apex Transaction, and, provided further, that prior to furnishing non-public information to, or entering into discussions or negotiations with, such Person, the Company receives from such Person an executed confidentiality agreement with terms no less favorable to the Company than those contained in the Letter Agreement dated as of July 21, 1998 between Buyer and the Company ("CONFIDENTIALITY AGREEMENT"). The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal with respect to the Company), notify RHCI (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal with respect to the Company) Buyer after receipt of any Company Acquisition Proposal or any indication from any Person that any such Person is considering making a Company an Acquisition Proposal with respect to the Company or any request for nonpublic non-public information relating to the Company or any Subsidiary of its Subsidiaries the Company or for access to the any properties, books or records of the Company or any Subsidiary of its Subsidiaries the Company by any Person that may be considering making, or has made, a an Acquisition Proposal with respect to the Company and will keep Buyer fully informed of the status of any such Acquisition ProposalProposal with respect to the Company. The Company shall give Buyer at least one business day's advance notice of any information to be supplied to, and at least two days' advance notice of any agreement to be entered into with, any Person making such Acquisition Proposal with respect to the Company. Except as provided herein, the Company shall, and shall cause its Subsidiaries and the directors, officers, employees, financial advisors and other agents or representatives of the Company or any of its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal with respect to the Company. For purposes of this Agreement, "Company Acquisition ProposalACQUISITION PROPOSAL" means any offer or proposal for, or any indication of interest in, (i) a merger or other business combination involving the Company or in any manner of its Subsidiaries or the acquisition of any an equity interest in, in an amount equal to or greater than 20% of the class of such equity security then outstanding or a substantial portion of the assets of, the Company or any Subsidiary of its Subsidiariesthe Company, in each case other than the transactions contemplated by this Agreement and other than the Apex Transaction.the