Common use of Other Potential Acquirers Clause in Contracts

Other Potential Acquirers. (a) The Company and its subsidiaries shall, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company and its subsidiaries shall and shall direct and use their reasonable best efforts to cause their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that notwithstanding the foregoing, if, prior to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and in any event before furnishing non-public information to any such Person, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposal.

Other Potential Acquirers. (a) The Company and its subsidiaries shallCompany, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Neither the Company and nor any of its subsidiaries affiliates shall, nor shall and shall direct and use their reasonable best efforts to cause the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that notwithstanding the foregoing, if, prior to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, then following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, may provide the Person person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential ProposalParent. The Company shall promptly, and in any event before furnishing non-public information to any such Personperson, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposal; and shall advise the Parent from time to time of the status and any material developments concerning the same.

Other Potential Acquirers. (a) The Company and its subsidiaries shallshall not, and nor shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents it permit any Company Subsidiary to, immediately cease nor shall it authorize or knowingly permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any Company Subsidiary to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal (as defined in Section 6.7(e)), (ii) enter into any agreement with respect to any Company Takeover Proposal (except a confidentiality agreement in accordance with this Section 6.7(a)) or (iii) directly or indirectly participate in any discussions or negotiations with regarding, or furnish to any parties person any information with respect to any Third Party Acquisition (as defined below). The Company and its subsidiaries shall and shall direct and use their reasonable best efforts to cause their respective officers, directors, employees, representatives or agents not to, directly or indirectlytake any other action to facilitate any inquiries or the making of any proposal that constitutes, encourageor may reasonably be expected to lead to, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party AcquisitionCompany Takeover Proposal; provided, however, that nothing herein shall prevent the Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that notwithstanding the foregoing, if, prior to Consummation of the Tender Offer Purchase Time(the "Company Applicable Period"), if the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined belowproposal or offer that was not solicited by the Company and that did not otherwise result from a breach or deemed breach of this Section 6.7(a) or an unsolicited proposal, offer or indication and that the Board of Directors of the Company (the "Company Board") believes in good faith believes may lead to could result in a third party making a Company Superior Proposal, and subject to compliance with Section 6.7(c), then, following written notice to Parent and Acquisition, the Company may, may (A) furnish information with respect to the Company to the person making such a proposal or offer pursuant to a non-disclosure customary confidentiality agreement with the terms regarding of which shall be no less favorable to the protection Company than the terms of confidential information at least as restrictive as such terms in the Confidentiality Agreement; provided, provide that no such agreement will be required to contain the Person making provisions set forth in the Potential Proposal sixth paragraph of the Confidentiality Agreement; and (B) participate in discussions or negotiations with such person regarding such proposal or offer. Without limiting the same non-public information foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any executive officer of the Company supplied to Parent and consider and negotiate a Potential Proposal. The or any Company shall promptlySubsidiary or any affiliate, and in any event before furnishing non-public information to any such Persondirector or investment banker, notify the Parent in the event it receives any proposal attorney or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity other advisor or representative of the party submitting such proposalCompany or any Company Subsidiary, shall be deemed to be a breach of this Section 6.7(a) by the Company.

Other Potential Acquirers. (a) The Company and its subsidiaries shall, shall and shall direct and use their reasonable best efforts to cause cause, its affiliates and their respective officers, directors, employees, representatives and agents to, to immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company and its subsidiaries shall and shall direct and use their reasonable best efforts to cause their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that notwithstanding the foregoing, if, prior to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and in any event before furnishing non-public information to any such Person, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposal.to

Other Potential Acquirers. (a) The Company and its subsidiaries shall, shall and shall direct and use their reasonable best efforts to cause cause, its affiliates and their respective officers, directors, employees, representatives and agents to, to immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company and its subsidiaries shall and shall direct and use their reasonable best efforts to cause their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that notwithstanding the foregoing, if, prior to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and in any event before furnishing non-public information to any such Person, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposal.

Other Potential Acquirers. (a) The Company and its subsidiaries shallCompany, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company may furnish confidential information and access, in each case only in response to unsolicited requests therefor, to any person or group pursuant to confidentiality agreements with terms no less favorable to the Company than the Confidentiality Agreement is with respect to Parent, and may participate in discussions and negotiate with such person or group concerning any Third Party Acquisition, in all cases only if (i) such person or group has submitted a Superior Proposal (as defined in paragraph (c) below) to the Company Board relating to any such transaction and (ii) the Company Board by a majority vote determines in its subsidiaries good faith judgment, after consultation with and based upon the advice of its independent legal counsel, that it is required to do so in order to comply with its fiduciary duties. The Company Board shall provide a copy of any such Superior Proposal to Parent promptly upon receipt thereof and thereafter keep Parent promptly advised of any development with respect thereto. Except as set forth above, neither the Company nor any of its affiliates shall, nor shall direct and use their reasonable best efforts to cause the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with with, or provide any non-public information to to, any Person person or group (other than Parent and Acquisition, any affiliate or associate of Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Company Board from taking taking, and disclosing to the Company's stockholders stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that notwithstanding the foregoing, if, prior to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and in any event before furnishing non-public information to any such Person, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposal.

Other Potential Acquirers. (a) The After the date hereof, the Company and its subsidiaries shallshall not, and nor shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents it permit any Company Subsidiary to, immediately cease nor shall it authorize or knowingly permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any Company Subsidiary to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal (as defined in Section 6.7(d)), (ii) enter into any agreement with respect to any Company Takeover Proposal (except a confidentiality agreement in accordance with this Section 6.7(a)) or (iii) directly or indirectly participate in any discussions or negotiations with regarding, or furnish to any parties person any information with respect to any Third Party Acquisition (as defined below). The Company and its subsidiaries shall and shall direct and use their reasonable best efforts to cause their respective officers, directors, employees, representatives or agents not to, directly or indirectlytake any other action to facilitate any inquiries or the making of any proposal that constitutes, encourageor may reasonably be expected to lead to, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party AcquisitionCompany Takeover Proposal; provided, however, that nothing herein prior to Consummation of the Offer (the "Company Applicable Period"), the Company and its Representatives may, in response to a proposal or offer that was not solicited by the Company and that did not otherwise result from a breach or deemed breach of this Section 6.7(a), and subject to compliance with Section 6.7(b), (A) furnish information with respect to the Company to the person making such a proposal or offer pursuant to a customary confidentiality agreement the terms of which shall prevent be no less favorable to the Company than the terms of the Confidentiality Agreement and (B) participate in discussions or negotiations with such person regarding such proposal or offer, if the Company Board from taking and disclosing to determines in good faith after consultation with outside counsel that the fiduciary obligations of the Company Board require such action; provided, further, that, notwithstanding the provisions of this Section 6.7(a), the Company's stockholders a position contemplated rights under this Section 6.7(a) shall not apply to offers or proposals by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to General Dynamics or any tender offer; and provided further, that notwithstanding of its affiliates. Without limiting the foregoing, if, prior to it is agreed that any violation of the Tender Offer Purchase Time, restrictions set forth in the preceding sentence by any executive officer of the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposalany Company Subsidiary or any affiliate, offer director or indication that investment banker, attorney or other advisor or representative of the Company in good faith believes may lead or any Company Subsidiary, shall be deemed to be a Superior Proposal), then, following written notice to Parent and Acquisition, breach of this Section 6.7(a) by the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and in any event before furnishing non-public information to any such Person, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposalCompany.

Other Potential Acquirers. (a) The Company and Company, its subsidiaries shall, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below)Acquisition. The Neither the Company and nor any of its subsidiaries shall, nor shall and shall direct and use their reasonable best efforts to cause the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person person or group (other than Parent Parent, Holdco and Acquisition I or any designees of Parent Parent, Holdco and AcquisitionAcquisition I) concerning any Third Party Acquisition; provided, however, that (i) nothing -------- ------- herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; (ii) if the Company receives an unsolicited written proposal for a Third Party Acquisition from a Third Party, nothing herein shall prevent the Company or its representatives from making such inquiries or conducting such discussions as the Company Board, after consultation with and provided furtherbased upon the advice of, legal counsel, may deem necessary to inform itself for the purpose of exercising its fiduciary duties, and (iii) if the Company receives an unsolicited written proposal for a Third Party Acquisition from a Third Party that notwithstanding the foregoingCompany Board by a majority vote determines in its good faith judgment (after receiving the advice of a financial adviser of nationally recognized reputation) is reasonably likely to constitute a Superior Proposal, the Company and its representatives may conduct such additional discussions or provide such information as the Company Board shall determine, but only if, prior to such provision of information or additional discussion (A) such Third Party shall have entered into a confidentiality and standstill agreement substantially in the Tender Offer Purchase Time, form of that certain Confidentiality Agreement entered into between the Company receives a "Potential Proposal" and Parent dated June 23, 2000 (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication and containing additional provisions that expressly permit the Company to comply with the provisions of this Section 5.3) and (B) the Company Board by a majority vote determines in its good faith believes may lead judgment, after consultation with and based upon the advice of, legal counsel that it is required to a Superior Proposal), then, following written notice do so in order to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement comply with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposalits fiduciary duties. The Company shall promptly, and in any event before furnishing non-public information to any such Person, promptly notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, Acquisition including the material terms and conditions thereof and the identity of the party submitting such proposal; and the Company shall advise the Parent from time to time of the status and any material developments concerning the same.

Other Potential Acquirers. (a) The Company and its subsidiaries shallCompany, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officersofficers and other employees with managerial responsibilities, directors, employees, representatives and agents to, (including the Company Financial Advisor or any other investment banker and any attorneys and accountants retained by the Company or acting at its behest) shall immediately cease any and all discussions or negotiations with any parties persons with respect to any Third Party Acquisition (as defined below)Acquisition. The Company also agrees promptly to request each person, if any, that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company or any Subsidiary to return to the Company or destroy all confidential information heretofore furnished to such person by or on behalf of the Company or any Subsidiary. From the date hereof until the earlier of (i) the date of termination of this Agreement and (ii) the Effective Time, neither the Company or any of its subsidiaries affiliates shall, nor shall and shall direct and use their reasonable best efforts to cause their the Company or any Subsidiary authorize or knowingly permit any of its respective officers, directors, employees, representatives or agents not (including the Company Financial Advisor or any other investment banker and any attorneys and accountants retained by the Company or acting at its behest) to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein in this subsection (a) shall prevent the Company Board from taking and disclosing to the Company's stockholders ’s shareholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act or the applicable provisions of the Companies Law with regard to any tender or exchange offer; and provided further, that notwithstanding the foregoing, if, prior to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, promptly (and in any event before furnishing non-public information to any such Person, within two business days after becoming aware thereof) (1) notify the Parent in the event the Company acquires knowledge that it or any of its affiliates or their respective directors, officers, employees, agents or representatives (including the Company Financial Advisor or any other investment banker and any attorneys and accountants retained by the Company or acting at its behest) receives any proposal or inquiry concerning a Third Party Acquisition, including the all material terms and conditions thereof and the identity of the party person or group submitting such proposal, (2) provide Parent with a copy of any written agreements, proposals or other materials the Company (or its representatives) receives from such person or group (or its representatives) and (3) promptly advise Parent from time to time of the status and any developments concerning the same.

Other Potential Acquirers. (a) The Company and agrees that neither it nor any of its subsidiaries, nor any officer, director or employee of the Company or its subsidiaries shall, and that it shall direct and use their reasonable its best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company and its subsidiaries shall subsidiaries' agents and shall direct and use their reasonable best efforts to cause their respective officersrepresentatives (including investment bankers, directors, employees, representatives attorneys or agents accountants) not to, directly or indirectly, encourage, solicit, participate in initiate, enter into or initiate conduct discussions or negotiations with or provide any non-public information to any Person person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party AcquisitionAcquisition (as defined in Section 4.3(b)); providedPROVIDED, howeverHOWEVER, that (i) nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offeroffer and otherwise complying with such rules, PROVIDED that the Company Board shall not recommend that the stockholders of the Company tender their Shares in connection with such tender offer unless the Company Board by a majority vote determines in good faith, after consultation with and based upon the advice of legal counsel that there is a substantial likelihood that it is required to do so in order to comply with its fiduciary duties; and provided further(ii) if the Company Board by a majority vote determines in good faith, after consultation with and based upon the advice of legal counsel, that notwithstanding the foregoing, if, prior there is a substantial likelihood that it is required to the Tender Offer Purchase Timedo so in order to comply with its fiduciary duties, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company Board may, pursuant and may authorize or permit any of its or its subsidiaries' respective officers, directors, employees, representatives or agents to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreementrespond to inquiries from, discuss with, negotiate with, and provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate to, any other person concerning a Potential ProposalThird Party Acquisition. The Company shall promptly, and in any event before furnishing non-public information to any such Person, promptly notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, Acquisition including the material terms and conditions thereof and the identity of the party submitting such proposal.

Other Potential Acquirers. (a) The Company and Neither the Company, its subsidiaries Subsidiaries nor any of their respective Affiliates shall, and nor shall direct and use their reasonable best efforts to cause the Company or its affiliates and Subsidiaries or Affiliates authorize or permit any of their respective officers, directors, employees, representatives and representatives, legal counsel, financial advisors or other agents to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company and its subsidiaries shall and shall direct and use their reasonable best efforts to cause their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate initiate, or engage in or initiate discussions or negotiations with or provide any non-public information to any Person person or group (other than Parent and Acquisition MergerSub or its Affiliates or any designees of Parent and Acquisition) concerning MergerSub or its Affiliates), or take any action designed to facilitate any inquiries or the making of any proposal with respect to, any Third Party Acquisition; providedand neither the Company nor any Subsidiary or Affiliated Entity shall enter into any agreement with respect to a Third Party Acquisition; PROVIDED, howeverHOWEVER, that nothing herein contained in this Section 6.4(a) shall prevent the Special Committee or the Board of Directors of the Company from (i) taking and disclosing to the Company's stockholders a position contemplated as required by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer, PROVIDED, THAT such disclosure states that no action will be taken by the Special Committee or the Board of Directors of the Company or any other committee thereof, as applicable, in violation of this Section 6.4; and provided further, that notwithstanding the foregoing, if, prior (ii) if it receives a written unsolicited expression of interest from a Person relating to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to submission by such Person of a Superior Proposal), then, following written notice supplying to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same receiving non-public information that from such Person (subject to a customary confidentiality agreement which expressly permits the Company supplied to Parent fulfill its obligations set forth in the last sentence of this Section 6.4(a)), in response to such unsolicited Third Party Acquisition proposal as, and consider to 52 the extent that, the Special Committee or the Board of Directors of the Company, as applicable, determines in its good faith judgment, after consultation with outside legal counsel, (A) such action is required in order to comply with its fiduciary duties under applicable Law, and negotiate (B) there is a Potential Proposalreasonable prospect that such expression of interest will result in a Superior Proposal from such Person, PROVIDED, THAT, after consultation with outside legal counsel, the Company may conduct such discussions and negotiations as it believes are necessary in light of the fiduciary duties of the Special Committee and the Board of Directors of the Company concerning such unsolicited Third Party Acquisition proposal. The Company shall promptlyimmediately terminate any pending discussion regarding any Third Party Acquisition (other than with MergerSub or its Affiliates or any designees of MergerSub or its Affiliates) and shall promptly notify MergerSub of (i) any inquiries or proposals received by, and in any event before furnishing non-public information requested from, or any negotiations or discussions sought to be initiated or continued with, the Company or any such Personof its Subsidiaries or Affiliated Entities, notify (ii) any inquiries or proposals known by the Parent Company to have been received by, any non-public information known by the Company to have been requested from, or any negotiation or discussions known by the Company to have been sought to be initiated or continued with, the Company or any of its Affiliates or any of the respective directors, officers, employees, agents or representatives of the foregoing, in the event it receives any proposal or inquiry concerning each case from a person (other than MergerSub and its representatives and Affiliates) with respect to a Third Party Acquisition, and (iii) the terms thereof, including the material terms and conditions thereof and the identity of such third party and the party submitting general terms of any financing arrangement or commitment in connection with such proposalThird Party Acquisition, and the Company agrees to promptly update MergerSub on an ongoing basis of the status thereof, including furnishing copies of any such written inquiries or offers.

Other Potential Acquirers. (a) The Company and Neither the Company, its subsidiaries Subsidiaries nor any of their respective Affiliates shall, and nor shall direct and use their reasonable best efforts to cause the Company or its affiliates and Subsidiaries or Affiliates authorize or permit any of their respective officers, directors, employees, representatives and representatives, legal counsel, financial advisors or other agents to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company and its subsidiaries shall and shall direct and use their reasonable best efforts to cause their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate initiate, or engage in or initiate discussions or negotiations with or provide any non-public information to any Person person or group (other than Parent and Acquisition MergerSub or its Affiliates or any designees of Parent MergerSub or its Affiliates), or take any action designed to facilitate any inquiries or the making of any proposal with respect to, any Third Party Acquisition; and Acquisition) concerning neither the Company nor any Subsidiary or Affiliated Entity shall enter into any agreement with respect to a Third Party Acquisition; provided, however, that nothing herein contained in this Section 6.4(a) shall prevent the Special Committee or the Board of Directors of the Company from (i) taking and disclosing to the Company's stockholders a position contemplated as required by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer, provided, that such disclosure states that no action will be taken by the Special Committee or the Board of Directors of the Company or any other committee thereof, as applicable, in violation of this Section 6.4; and provided further, that notwithstanding the foregoing, if, prior (ii) if it receives a written unsolicited expression of interest from a Person relating to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to submission by such Person of a Superior Proposal), then, following written notice supplying to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same receiving non-public information that from such Person (subject to a customary confidentiality agreement which expressly permits the Company supplied to Parent fulfill its obligations set forth in the last sentence of this Section 6.4(a)), in response to such unsolicited Third Party Acquisition proposal as, and consider to the extent that, the Special Committee or the Board of Directors of the Company, as applicable, determines in its good faith judgment, after consultation with outside legal counsel, (A) such action is required in order to comply with its fiduciary duties under applicable Law, and negotiate (B) there is a Potential Proposalreasonable prospect that such expression of interest will result in a Superior Proposal from such Person, provided, that, after consultation with outside legal counsel, the Company may conduct such discussions and negotiations as it believes are necessary in light of the fiduciary duties of the Special Committee and the Board of Directors of the Company concerning such unsolicited Third Party Acquisition proposal. The Company shall promptlyimmediately terminate any pending discussion regarding any Third Party Acquisition (other than with MergerSub or its Affiliates or any designees of MergerSub or its Affiliates) and shall promptly notify MergerSub of (i) any inquiries or proposals received by, and in any event before furnishing non-public information requested from, or any negotiations or discussions sought to be initiated or continued with, the Company or any such Personof its Subsidiaries or Affiliated Entities, notify (ii) any inquiries or proposals known by the Parent Company to have been received by, any non-public information known by the Company to have been requested from, or any negotiation or discussions known by the Company to have been sought to be initiated or continued with, the Company or any of its Affiliates or any of the respective directors, officers, employees, agents or representatives of the foregoing, in the event it receives any proposal or inquiry concerning each case from a person (other than MergerSub and its representatives and Affiliates) with respect to a Third Party Acquisition, and (iii) the terms thereof, including the material terms and conditions thereof and the identity of such third party and the party submitting general terms of any financing arrangement or commitment in connection with such proposalThird Party Acquisition, and the Company agrees to promptly update MergerSub on an ongoing basis of the status thereof, including furnishing copies of any such written inquiries or offers.

Other Potential Acquirers. (a) The Company and Company, its subsidiaries shall, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below)Acquisition. The Neither the Company and nor any of its subsidiaries shall, nor shall and shall direct and use their reasonable best efforts to cause the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that (i) nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; (ii) if the Company receives an unsolicited written proposal for a Third Party Acquisition from a Third Party, nothing herein shall prevent the Company or its representatives from making such inquiries or conducting such discussions as the Company Board, after consultation with and provided furtherbased upon the advice of, legal counsel, may deem necessary to inform itself for the purpose of exercising its fiduciary duties, and (iii) if the Company receives an unsolicited written proposal for a Third Party Acquisition from a Third Party that notwithstanding the foregoingCompany Board by a majority vote determines in its good faith judgment (after receiving the advice of a financial adviser of nationally recognized reputation) is reasonably likely to constitute a Superior Proposal, the Company and its representatives may conduct such additional discussions or provide such information as the Company Board shall determine, but only if, prior to such provision of information or additional discussion (A) such Third Party shall have entered into a confidentiality and standstill agreement substantially in the Tender Offer Purchase Time, form of that certain Confidentiality Agreement entered into between the Company receives a "Potential Proposal" and Parent dated June 23, 2000 (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication and containing additional provisions that expressly permit the Company to comply with the provisions of this Section 5.3) and (B) the Company Board by a majority vote determines in its good faith believes may lead judgment, after consultation with and based upon the advice of, legal counsel that it is required to a Superior Proposal), then, following written notice do so in order to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement comply with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposalits fiduciary duties. The Company shall promptly, and in any event before furnishing non-public information to any such Person, promptly notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, Acquisition including the material terms and conditions thereof and the identity of the party submitting such proposal; and the Company shall advise the Parent from time to time of the status and any material developments concerning the same.

Other Potential Acquirers. (a) The Company and its subsidiaries shallCompany, and shall direct and use their reasonable best efforts to cause its affiliates (as reasonably determined by the Company) and their respective officersofficers and other employees with managerial responsibilities, directors, employees, representatives and agents to, shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Neither the Company and nor any of its subsidiaries affiliates (as reasonably determined by the Company) shall, nor shall and shall direct and use their reasonable best efforts to cause the Company authorize or permit any of its or their respective officers, directors, employees, employees representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person person or group (other than Parent and Acquisition Purchaser or any designees of Parent and AcquisitionPurchaser) concerning any Third Party Acquisition; providedPROVIDED, howeverHOWEVER, that nothing herein shall prevent the Company Board from (i) taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer; and provided further, that notwithstanding the foregoing, if, prior (ii) conducting such "due diligence" inquiries (which shall be in writing to the Tender Offer Purchase Time, extent possible) in response to any Third Party Acquisition proposal as the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company Board determines in its good faith believes judgment, after consultation with and based upon the advice of legal counsel, may lead be required in order to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement comply with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposalits fiduciary duties. The Company shall promptly, and in any event before furnishing non-public information to any such Person, promptly notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposal, and shall advise Parent from time to time of the status and any material developments concerning the same, including the nature and content of any "due diligence" inquiries made by it concerning any such proposal and furnishing copies of any such written inquiries.

Other Potential Acquirers. (a) The Company and its subsidiaries shallCompany, and shall direct and use their reasonable best efforts to cause its affiliates and ------------------------- their respective officers, directors, employees, representatives and agents to, shall immediately cease any existing discussions or negotiations negotiations, if any, with any parties (other than the parties to this Agreement) conducted heretofore with respect to any Third Party offer or proposal for a merger or other business combination involving the Company or any of its Subsidiaries or the acquisition of all or any material portion of the assets of, or any equity interest in, the Company or its Subsidiaries or any business combination with the Company or its Subsidiaries (each an "Acquisition (as defined belowProposal"). The Company may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor, to any corporation, partnership, limited liability company or other entity or group pursuant to confidentiality agreements on terms no less favorable to the Company than the confidentiality agreement that has been entered into by and between the Company and Parent, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Subsidiary or division thereof, if such entity or group has submitted a written proposal to the Company Board relating to any such transaction and the Company Board by a majority vote determines in its subsidiaries good faith judgment, based on the advice of counsel, that it is required to do so in the exercise of its fiduciary duties under the CGCL. The Company Board shall promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall direct identify the Person making the relevant Acquisition Proposal and use their reasonable best efforts set forth material terms thereof) Acquisition after (i) the Company has received any Acquisition Proposal or (iii) one of Messrs. Xxxxxx, Xxxxx or Xxxxxxxxx has actual knowledge that any Person has taken concrete steps that could reasonably be expected to cause result in an Acquisition Proposal, and thereafter shall keep Parent and Acquisition promptly advised of any development with respect thereto. Except as set forth above, neither the Company or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents not toagents, shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with with, or provide any non-public information to to, any Person corporation, partnership, limited liability company or other entity or group (other than Parent and Acquisition, any affiliate or associate of Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisitionmerger, sale of assets, sale of shares of capital stock or similar transaction involving the Company, any Subsidiary or any division of the Company or any Subsidiary; provided, however, that nothing herein shall prevent the Company Board from taking taking, and disclosing to the Company's stockholders shareholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, however, that notwithstanding nothing herein shall prevent the foregoing, if, prior Board from making such disclosure to the Tender Offer Purchase TimeCompany's shareholders as, in the good faith judgment of the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposalBoard, offer or indication is required in the exercise of its fiduciary duties under the CGCL, provided that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal complies with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and in any event before furnishing non-public information to any such Person, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity provisions of the party submitting such proposalSection 7.3.

Other Potential Acquirers. (a) The Company and its subsidiaries shallCompany, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Neither the Company and nor any of its subsidiaries affiliates shall, nor shall and shall direct and use their reasonable best efforts to cause the Company authorize or permit any of its or their respective officers, directors, employees, employees representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that notwithstanding the foregoing, if, prior to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and in any event before furnishing non-public information to any such Person, promptly notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, Acquisition including the material terms and conditions thereof and the identity of the party submitting such proposal.; and shall advise the Parent from time to time of the status and any material developments concerning the same. (b) Except as set forth in this Section 4.4(b) the Company Board shall not withdraw its recommendation of the transactions contemplated hereby or approve or recommend, or cause the Company to enter into any agreement with respect to, any Third Party Acquisition. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment, after consultation with and based upon the advice of, legal counsel that it is required to do so in order to comply with its fiduciary duties, the Company Board may withdraw its recommendation of the transactions contemplated hereby or approve or recommend a Superior Proposal, but in each case only (i) after providing reasonable written notice to Parent (a "Notice of Superior Proposal") advising Parent that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal and (ii) if Parent does not, within five business days of Parent's receipt of the Notice of Superior Proposal, make an offer which the Company Board by a majority vote determines in its good faith judgment (based on the written A-25

Other Potential Acquirers. (a) The Company and its subsidiaries shallCompany, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, shall immediately cease any existing discussions or negotiations negotiations, if any, with any parties (other than the parties to this Agreement) conducted heretofore with respect to any Third Party offer or proposal for a merger or other business combination involving the Company or any of its Subsidiaries or the acquisition of all or any material portion of the assets of, or any equity interest in, the Company or its Subsidiaries or any business combination with the Company or its Subsidiaries (each an "Acquisition (as defined belowProposal"). The Company may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor, to any corporation, partnership, limited liability company or other entity or group pursuant to confidentiality agreements on terms no less favorable to the Company than the confidentiality agreement that has been entered into by and between the Company and Parent, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any Subsidiary or division thereof, if such entity or group has submitted a written proposal to the Company Board relating to any such transaction and the Company Board by a majority vote determines in its subsidiaries good faith judgment, based on the advice of counsel, that it is required to do so in the exercise of its fiduciary duties under the CGCL. The Company Board shall promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall direct identify the Person making the relevant Acquisition Proposal and use their reasonable best efforts set forth material terms thereof) Acquisition after (i) the Company has received any Acquisition Proposal or (iii) one of Messrs. Brenxx, Xxxxx xx Massxxxxx xxx actual knowledge that any Person has taken concrete steps that could reasonably be expected to cause result in an Acquisition Proposal, and thereafter shall keep Parent and Acquisition promptly advised of any development with respect thereto. Except as set forth above, neither the Company or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents not toagents, shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with with, or provide any non-public information to to, any Person corporation, partnership, limited liability company or other entity or group (other than Parent and Acquisition Acquisition, any affiliate or any designees associate of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that notwithstanding the foregoing, if, prior to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and in any event before furnishing non-public information to any such Person, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposal.and

Other Potential Acquirers. (a) The Company and Company, its subsidiaries shall, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, shall immediately cease and cause to be terminated any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below)or any proposal reasonably likely to lead to a Third Party Acquisition and the Company shall promptly request the prompt return or destruction of all confidential information previously furnished to any such parties. The From the date of this Agreement until the Board Appointment Date, the Company shall not, and shall not authorize or permit any of its subsidiaries shall and shall direct and use their reasonable best efforts to cause or any of its or their respective officers, directors, employees, representatives or agents to, and shall not resolve or propose to, directly or indirectly, (i) encourage, solicit, participate in or initiate discussions discussions, negotiations, inquiries, proposals or negotiations offers (including, without limitation, any proposal or offer to its shareholders) with or from or provide any non-public information to any Person person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party AcquisitionAcquisition or any inquiry, proposal or offer reasonably likely to lead to a Third Party Acquisition or (ii) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligation of any person other than Parent; provided, however, that nothing herein shall prevent that, prior to the Board Appointment Date, if the Company receives a bona fide unsolicited written proposal for a Third Party Acquisition that (I) the Company Board determines in its good faith judgment (after consultation with outside legal counsel and a financial adviser of nationally recognized reputation) is or is reasonably likely to constitute a Superior Proposal and (II) was made after the date hereof and did not result from taking a breach of this Section 5.3, the Company and disclosing its representatives may, subject to compliance with this Section 5.3, provide information with respect to the Company's stockholders a position contemplated by Rules 14d-9 Company and 14e-2 promulgated under the Exchange Act its subsidiaries to and enter into discussions with regard to any tender offer; and provided furthersuch Third Party, that notwithstanding the foregoing, but only if, prior to the Tender Offer Purchase Time, the Company receives such provision of information (A) such Third Party shall have entered into a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent confidentiality and Acquisition, the Company may, pursuant to a non-disclosure standstill agreement with terms regarding no less favorable to the protection of confidential information at least as restrictive as such terms Company than those contained in that certain Confidentiality Agreement entered into between the Company and Parent dated March 10, 2008 (the “Confidentiality Agreement, provide ”) (and containing additional provisions that expressly permit the Person making the Potential Proposal Company to comply with the same provisions of this Section 5.3); (B) any non-public information that provided to such Third Party shall have been previously provided to Parent or shall be provided to Parent prior to or substantially at the same time as it is provided to such person; and (C) the Company supplied Board determines in its good faith judgment, after consultation with and based upon the advice of outside legal counsel, that it is required to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and do so in any event before furnishing non-public information order to any such Person, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposalcomply with its fiduciary duties .