Common use of Parent Acquisition Proposals Clause in Contracts

Parent Acquisition Proposals. (a) No Solicitation or Negotiation. Parent agrees that, except as expressly permitted by this Section 5.03, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Parent Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to any Parent Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Parent Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Parent Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Parent Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Parent Acquisition Proposal. Parent shall, and Parent shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Parent Acquisition Proposal, or proposal that would reasonably be expected to lead to a Parent Acquisition Proposal. Parent will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.03. Parent will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Parent Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning Parent or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.

Parent Acquisition Proposals. (a) No Solicitation Following the execution of this Agreement, the Parent Companies shall, and shall direct their respective Representatives to (i) immediately cease and cause to be terminated all existing discussions or Negotiationnegotiations with any Person conducted heretofore with respect to any Parent Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Parent Acquisition Proposal and (ii) request the prompt return or destruction of all confidential information previously made available by it or on its behalf in connection with any actual or potential Parent Acquisition Proposal. Parent agrees thatshall not terminate, except as expressly permitted by this Section 5.03waive, neither it nor amend, release or modify in any respect any provision of any confidentiality agreement to which any Parent Company or any of its Subsidiaries nor Affiliates or Representatives is a party with respect to any Parent Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Parent Acquisition Proposal, and shall enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof; provided, however, that Parent shall be entitled to waive any standstill provision included in any such confidentiality agreement or any standstill provision contained in any standstill agreement to which any Parent Company or any of its Affiliates or Representatives is a party with respect to any Parent Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Parent Acquisition Proposal if the Parent Board determines in good faith (after consultation with Parent’s outside legal counsel) that failure to waive such standstill would reasonably be expected to be inconsistent with its Subsidiaries’ officers, directors and employees shallfiduciary duties to the stockholders of Parent under applicable Law. (b) The Parent Companies shall not, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ other direct their respective Representatives not to, directly or indirectly: , (i) initiate, solicit, initiate or knowingly encourage or otherwise knowingly induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer constituting, related to or that constitutescould reasonably be expected to lead to a Parent Acquisition Proposal, (ii) make available any information regarding any of the Parent Companies to any Person (other than the Company and Parent’s or the Company’s Representatives acting in their capacity as such) in connection with or in response to a Parent Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Parent Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Parent Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Parent Acquisition Proposal, (v) make or authorize any statement, recommendation or solicitation in support of any Parent Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Parent Acquisition Proposal, (vi) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Parent Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Parent Acquisition Proposal (other than a Parent Acceptable Confidentiality Agreement in accordance with Section 5.4(c)) or (vii) reimburse or agree to reimburse the expenses of any other Person (other than Parent’s Representatives) in connection with a Parent Acquisition Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Parent Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Section 5.4, if at any time prior to obtaining the Parent Stockholder Approval, (i) Parent receives, after the date of this Agreement, an unsolicited bona fide written Parent Acquisition Proposal, (ii) such Parent Acquisition Proposal did not result from a breach of this Agreement and (iii) Parent Board determines in good faith (after consultation with Parent’s outside legal counsel and outside financial advisors) that such Parent Acquisition Proposal constitutes or would reasonably be expected to lead toto a Parent Superior Proposal, then, prior to obtaining Parent Stockholder Approval, Parent may (x) make available information with respect to the Parent Companies to the Person making such Parent Acquisition Proposal pursuant to a Parent Acceptable Confidentiality Agreement; provided, that any non-public information provided or made available to any Person given such access shall have been previously provided or made available to the Company or shall be provided or made available to the Company prior to or concurrently with the time it is provided or made available to such Person, and (y) participate in discussions or negotiations with the Person making such Parent Acquisition Proposal regarding such Parent Acquisition Proposal; ; provided, however, that the Parent Companies shall, and shall cause its and their respective Representatives to, cease any activities described in clause (iix) engage or otherwise participate (y) of this Section 5.4(c) immediately following the time the applicable Parent Acquisition Proposal ceases to be a Parent Superior Proposal or a Parent Acquisition Proposal that could reasonably be expected to lead to a Parent Superior Proposal. Parent shall promptly (and in any discussions or negotiations relating to event within twenty-four (24) hours) advise the Company in writing of the receipt of any Parent Acquisition Proposal or any inquiry, proposal or offer that would could reasonably be expected to lead to a Parent Acquisition Proposal (including the identity of the Person making or submitting such Parent Acquisition Proposal or inquiry, proposal or offer, and the terms and conditions thereof) that is made or submitted by any Person prior to the Effective Time. Parent shall keep the Company informed, on a reasonably current basis, of the status of, and any financial or other changes in, any such Parent Acquisition Proposal; or, inquiry, proposal or offer, including providing Parent copies of any correspondence related thereto and proposed documents to effect such Parent Acquisition Proposal. (iiid) provide Except as otherwise provided in Section 5.4(e), 5.4(f) or 5.4(g), neither the Parent Board nor any information committee thereof shall (i) (A) directly or data indirectly, fail to make, withhold, withdraw or qualify (or modify in a manner adverse to Parent) the Parent Recommendation or the approval of this Agreement, the Merger, the Subsequent Merger or any Person of the other Transactions, take any action (or permit or authorize any of the Parent Companies or any of their respective Representatives to take any such action) inconsistent with the Parent Recommendation or resolve, agree or propose to take any such actions (each such action set forth in connection with this Section 5.4(d)(i)(A) being referred to herein as a “Parent Adverse Recommendation Change”) or (B) adopt, approve, recommend, endorse or otherwise declare advisable any Parent Acquisition Proposal or resolve, agree or propose to take any inquirysuch actions, proposal (ii) cause or offer that would reasonably be expected permit Parent to lead enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to a Parent Acquisition Proposal; or Proposal (ivother than a Parent Acceptable Confidentiality Agreement in accordance with Section 5.4(c)), (iii) otherwise knowingly facilitate take any effort or attempt action to make a Parent Acquisition Proposal. Parent shallthe provisions of any Takeover Laws or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of Parent, and Parent shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect inapplicable to any Parent Acquisition Proposal, or proposal that would reasonably be expected to lead to a Parent Acquisition Proposal. Parent will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.03. Parent will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making transactions contemplated by a Parent Acquisition Proposal (including approving any transaction under the DGCL) or (iv) resolve, agree or propose to return take any such actions. (e) Notwithstanding Section 5.4(d), at any time prior to obtaining Parent Stockholder Approval, provided that the Parent Companies have complied with the applicable provisions of this Section 5.4, then, prior to obtaining the Parent Stockholder Approval, the Parent Board may, solely in response to a Parent Superior Proposal received on or destroy after the date hereof that has not been withdrawn or abandoned and that did not result from a breach of this Agreement, make a Parent Adverse Recommendation Change and may cause Parent to terminate this Agreement pursuant to Section 7.1(c)(iv) (as including payment of the Termination Fee) and concurrently enter into a binding definitive agreement to effect such Parent Superior Proposal. Neither the Parent Board nor any committee thereof shall make a Parent Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(c)(iv) or cause Parent to enter into a binding definitive agreement to effect such Parent Superior Proposal unless Parent has first complied with the provisions of Section 5.4(f) and, after so complying, the Parent Board determines in good faith (after consultation with Parent’s outside legal counsel) that such Parent Acquisition Proposal continues to constitute a Parent Superior Proposal. (f) The Parent Board shall not take any action set forth in Section 5.4(e) unless Parent has first (i) provided written notice to the Company (a “Notice of Parent Superior Proposal”) advising the Company that Parent has received a Parent Superior Proposal, specifying the terms and conditions of such Parent Superior Proposal, identifying the Person making such Parent Superior Proposal and providing copies of any agreements intended to effect such Parent Superior Proposal, and that the Parent Board has made the determination required under Section 5.4(e), (ii) negotiated, and caused Parent and its Representatives to negotiate, during the five (5) Business Day period following the Company’s receipt of the Notice of Parent Superior Proposal (the “Parent Superior Proposal Notice Period”), in good faith with the Company to enable the Company to make a counteroffer or propose to amend the terms of this Agreement (to the extent the Company wishes to do so) so that such confidentiality agreementParent Acquisition Proposal no longer constitutes a Parent Superior Proposal, and (iii) all confidential information concerning Parent or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.after complying with clauses (i) and

Parent Acquisition Proposals. (a) No Solicitation or Negotiation. Following the execution of this Agreement, the Parent agrees that, except as expressly permitted by this Section 5.03, neither it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Parent Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to any Parent Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Parent Acquisition Proposal; or (iii) provide any information or data to any Person in connection with any Parent Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Parent Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a Parent Acquisition Proposal. Parent Companies shall, and Parent shall cause its Subsidiaries the directors and use its reasonable best efforts officers of Parent to cause its and shall direct their respective other Representatives to, (i) immediately cease and cause to be terminated any all existing discussions and or negotiations with any Person conducted heretofore with respect to any Parent Acquisition Proposal and (ii) request the prompt return or destruction of all confidential information previously made available by it or on its behalf in connection with any actual or potential Parent Acquisition Proposal. Parent shall not terminate, waive, amend, release or modify in any respect any material provision of any confidentiality or standstill agreement to which any Parent Company or any of its Affiliates or Representatives is a party with respect to any Parent Acquisition Proposal, and shall enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement; provided, however, that Parent shall be entitled to waive any standstill provision included in any such confidentiality agreement or any standstill provision contained in any standstill agreement to which any Parent Company or any of its Affiliates or Representatives is a party solely to permit any Parent Acquisition Proposal if the Parent Board determines in good faith (after consultation with Parent’s outside legal counsel) that failure to waive such standstill would constitute a breach of its fiduciary duties to the stockholders of Parent under applicable Law. (b) The Parent Companies shall not, and Parent shall cause the directors and officers of Parent not to and shall direct their respective other Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer constituting or related to a Parent Acquisition Proposal, (ii) make available any non-public information regarding any of the Parent Companies to any Person (other than the Company and Parent’s or the Company’s Representatives acting in their capacity as such) in connection with or in response to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Parent Acquisition Proposal, (v) make or authorize any statement, recommendation or solicitation in support of any Parent Acquisition Proposal, (vi) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Parent Acquisition Proposal (other than a Parent Acceptable Confidentiality Agreement in accordance with Section 5.4(c)) or (vii) reimburse or agree to reimburse the expenses of any other Person (other than Parent’s Representatives) in connection with a Parent Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Section 5.4, if at any time prior to obtaining the Parent Stockholder Approval, (i) Parent receives, after the date of this Agreement, an unsolicited bona fide written Parent Acquisition Proposal, (ii) such Parent Acquisition Proposal did not result from a breach of this Agreement and (iii) Parent Board determines in good faith (after consultation with Parent’s outside legal counsel and outside financial advisor) that such Parent Acquisition Proposal constitutes or would reasonably be expected to lead to a Parent Superior Proposal, then, prior to obtaining Parent Stockholder Approval, Parent may (and may authorize and permit its Subsidiaries and Representatives to): (A) make available information with respect to the Parent Companies to the Person making such Parent Acquisition Proposal pursuant to a Parent Acceptable Confidentiality Agreement; provided that any non-public information provided or made available to any Person given such access shall have been previously provided or made available to the Company or shall be provided or made available to the Company prior to or substantially concurrently with the time it is provided or made available to such Person; and (B) participate in discussions or negotiations with the Person making such Parent Acquisition Proposal regarding such Parent Acquisition Proposal. ; provided, however, that the Parent will promptly inform the Persons referred to Companies shall, and shall cause their Subsidiaries and Parent’s directors and officers to, and direct Parent’s other Representatives to, cease any activities described in the preceding sentence clause (A) or (B) of the obligations undertaken in this Section 5.03. 5.4(c) immediately following the time that the Parent will promptly request from each Person Board determines in good faith (after consultation with Parent’s outside legal counsel and outside financial advisor) that has executed the applicable Parent Acquisition Proposal ceases to be a confidentiality agreement in connection with its consideration of making Parent Superior Proposal or a Parent Acquisition Proposal that could reasonably be expected to return lead to a Parent Superior Proposal. Notwithstanding anything to the contrary contained in this Agreement, Parent and its Representatives may in any event have discussions with any Person solely in order to (1) clarify and understand the terms and conditions of the Parent Acquisition Proposal made by such Person and (2) to request that any Parent Acquisition Proposal made orally be made in writing. Parent shall promptly (and in any event within twenty-four (24) hours) advise the Company in writing of the receipt of any Parent Acquisition Proposal (including the identity of the Person making or destroy submitting such Parent Acquisition Proposal or inquiry, proposal or offer and the terms and conditions thereof) that is made or submitted by any Person prior to the Effective Time. Parent shall keep the Company informed, on a reasonably current basis, of the status of, and any financial or other changes in, any such Parent Acquisition Proposal, inquiry, proposal or offer, including providing Parent copies of any correspondence related thereto and proposed documents to effect such Parent Acquisition Proposal (as provided in or a written summary of the material terms of such confidentiality agreementParent Acquisition Proposal, if not made in writing). (d) all confidential information concerning Except as otherwise provided in Section 5.4(e), Section 5.4(f) or Section 5.4(g), neither the Parent Board nor any committee thereof shall (i) (A) directly or indirectly, fail to make, withhold, withdraw or qualify (or modify in a manner adverse to Parent) the Parent Recommendation or the approval of this Agreement, the Merger or any of the other Transactions, take any action (or permit or authorize any of the Parent Companies or any of its Subsidiaries or their respective Representatives to take any such action) inconsistent with the Parent Recommendation or resolve, agree or propose to take any such actions (each such action set forth in this Section 5.4(d)(i)(A) being referred to herein as a “Parent Adverse Recommendation Change”) or (B) adopt, approve, recommend, endorse or otherwise declare advisable any Parent Acquisition Proposal or resolve, agree or propose to take any such actions, (ii) cause or permit Parent to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to a Parent Acquisition Proposal, other than a Parent Acceptable Confidentiality Agreement pursuant to Section 5.4(c), (iii) take any action to make the provisions of any Takeover Laws or any restrictive provision of any applicable anti-takeover provision in the Parent Charter or the Parent Bylaws inapplicable to any transactions contemplated by a Parent Acquisition Proposal (including approving any transaction under the Delaware General Corporation Law) or (iv) resolve, agree or propose to take any such actions. (e) Notwithstanding Section 5.4(d), at any time prior to obtaining Parent Stockholder Approval, provided that the Parent Companies have complied with the provisions of this Section 5.4 applicable to the Parent Companies, then, prior to obtaining the Parent Stockholder Approval, the Parent Board may solely in response to a Parent Superior Proposal received on or after the date hereof that has not been withdrawn or abandoned and promptly that did not result from a breach of this Section 5.4, make a Parent Adverse Recommendation Change in order to cause Parent to terminate all physical this Agreement pursuant to Section 7.1(c)(iv) (including payment of the Termination Fee) and electronic data access previously granted concurrently enter into a binding definitive agreement to effect such Parent Superior Proposal. Neither the Parent Board nor any committee thereof shall make a Parent Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(c)(iv) or cause Parent to enter into a binding definitive agreement to effect such Parent Superior Proposal unless Parent has first complied with the provisions of Section 5.4(f) and, after so complying, the Parent Board determines in good faith (after consultation with Parent’s outside legal counsel) that such Parent Acquisition Proposal continues to constitute a Parent Superior Proposal. (f) Parent Board shall not take any action set forth in Section 5.4(e) unless Parent has first (i) provided written notice to the Company (a “Notice of Parent Superior Proposal”) advising the Company that Parent has received a Parent Superior Proposal, specifying the terms and conditions of such Parent Superior Proposal, identifying the Person making such Parent Superior Proposal and providing copies of any agreements intended to effect such Parent Superior Proposal and that the Parent Board has made the determination required under Section 5.4(e), (ii) negotiated, and caused Parent and its Representatives to negotiate, during the four (4) Business Day period following the Company’s receipt of the Notice of Parent Superior Proposal (the “Parent Superior Proposal Notice Period”), in good faith with the Company to enable the Company to make a counteroffer or propose to amend the terms of this Agreement (to the extent the Company wishes to do so) so that such Parent Acquisition Proposal no longer constitutes a Parent Superior Proposal, and (iii) after complying with the immediately foregoing clauses (i) and (ii), reaffirmed the Parent Board’s determination required under Section 5.4(e) in light of any counteroffer or proposed amendment to the terms of this Agreement; provided, however, that if, during the Parent Superior Proposal Notice Period any revisions are made to a Parent Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such Personproposal is material), Parent shall deliver a new Notice of Parent Superior Proposal to Parent and shall comply with the requirements of this Section 5.4(f) with respect to such new Notice of Parent Superior Proposal, except that any subsequent Parent Superior Proposal Notice Period shall be two (2) Business Days following the Company’s receipt of such new Notice of Parent Superior Proposal. (g) Nothing in this Agreement shall prohibit or restrict the Parent Board, in circumstances not involving or relating to a Parent Acquisition Proposal, from effecting a Parent Adverse Recommendation Change in response to the occurrence of a Parent Intervening Event if the Parent Board determines in good faith (after consultation with Parent’s outside legal counsel) that the failure to do so would constitute a breach of its fiduciary duties to the stockholders of Parent under applicable Law and Parent has first: (i) provided written notice to the Company (a “Notice of Parent Intervening Event”) describing the Parent Intervening Event and advising the Company that the Parent Board intends to take such action and specifying the reasons therefor in reasonable detail; (ii) negotiated, and caused Parent and its Representatives to negotiate, during the four (4) Business Days following the Company’s receipt of the Notice of Parent Intervening Event (the “Parent Intervening Event Notice Period”), in good faith with the Company regarding any revisions to the terms of the Transactions proposed by the Company in response to such Parent Intervening Event; and (iii) at the end of the Parent Intervening Event Notice Period, the Parent Board determines in good faith, after consultation with Parent’s outside legal counsel (and taking into account any adjustment or modification of the terms of this Agreement proposed by the Company), that a Parent Intervening Event continues to exist and that the failure to make a Parent Adverse Recommendation Change would constitute a breach by the Parent Board of its fiduciary duties to the stockholders of Parent under applicable Law. (h) Parent agrees that it shall take all actions necessary so that any Parent Adverse Recommendation Change shall not change the approval of this Agreement or any other approval of the Parent Board or any committee thereof in any respect that would have the effect of causing any of the Takeover Laws of any state (including the State of Ohio) or other similar statutes to be applicable to the Transactions, including the Merger. (i) Nothing contained in this Section 5.4 or elsewhere in the Agreement shall prohibit the Parent Board from (A) taking and disclosing a position contemplated by Item 1012(a) of Regulation M-A, Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act or (B) making any disclosure to its stockholders if the Parent Board determines (after consultation with its outside counsel) that failure to do so would constitute a breach of its fiduciary duties to the stockholders of Parent under applicable Law; provided, however, that neither Parent nor Parent Board (or any committee thereof) shall be permitted to recommend that the stockholders of Parent tender any securities in connection with any tender or exchange offer (or otherwise approve, endorse or recommend any Parent Acquisition Proposal), unless in each case, in connection therewith, the Parent Board effects a Parent Adverse Recommendation Change in accordance with Section 5.4(e); provided, further that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Parent Adverse Recommendation Change unless the Parent Board expressly publicly reaffirms the Parent Recommendation and rejects any Parent Acquisition Proposal within the later of (1) three (3) Business Days after such “stop, look and listen” communication and (2) if applicable, the deadline for filing a Schedule 14D-9 with respect to such Parent Acquisition Proposal with the SEC. (j) Any action taken or not taken by any Representative of any of the Parent Companies that, if taken or not taken by Parent would constitute a breach of this Section 5.4, shall be deemed a breach of this Agreement by Parent. (k) For purposes of this Agreement, the following terms shall have the respective meanings assigned below:

Parent Acquisition Proposals. (a) No Solicitation or Negotiation. Parent agrees that, except as expressly permitted by Subject to the other provisions of this Section 5.036.6, neither during the Interim Period, each Parent Party agrees that it nor any of its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallshall not, and it shall instruct cause each of the other Parent Entities not to, and shall not authorize and shall use reasonable best efforts to cause its and its Subsidiaries’ their officers and directors, managers or equivalent, and other Representatives not to, directly or indirectly: indirectly through another Person, (i) solicit, initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries inquiry, discussion, offer or the making of any proposal or offer request that constitutes, or would could reasonably be expected to lead to, any a Parent Acquisition Proposal; Proposal (a “Parent Inquiry”), (ii) engage or otherwise participate in any discussions or negotiations regarding, or furnish to any Third Party any non-public information in connection with, or knowingly facilitate in any way any effort by, any Third Party in furtherance of any Parent Acquisition Proposal or Parent Inquiry, (iii) approve or recommend a Parent Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than a Parent Acceptable Confidentiality Agreement entered into in accordance with this Section 6.6) providing for or relating to a Parent Acquisition Proposal (a “Parent Alternative Acquisition Agreement”), or (iv) propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in this Section 6.6, at any time prior to obtaining the Parent Stockholder Approval, Parent may, directly or indirectly through any Representative, in response to an unsolicited bona fide written Parent Acquisition Proposal by a Third Party made after the date of this Agreement (that did not result from a breach of this Section 6.6) (i) furnish non-public information to such Third Party (and such Third Party’s Representatives) making a Parent Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company receives from the Third Party an executed Parent Acceptable Confidentiality Agreement, and (B) any non-public information concerning the Parent Entities that is provided to such Third Party shall, to the extent not previously provided to the Company Parties, be provided to the Company Parties prior to or substantially at the same time that such information is provided to such Third Party), and (ii) engage in discussions or negotiations with such Third Party (and such Third Party’s Representatives) with respect to the Parent Acquisition Proposal if, in the case of each of clauses (i) and (ii): (x) the Parent Board determines in good faith, after consultation with outside legal counsel and financial advisors, that such Parent Acquisition Proposal constitutes, or is reasonably likely to result in, a Parent Superior Proposal, and (y) the Parent Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. (c) The Parent Parties shall notify the Company promptly (but in no event later than twenty-four (24) hours) after receipt of any Parent Acquisition Proposal or any inquiryrequest for nonpublic information relating to the Parent Entities by any Third Party, proposal or offer that would reasonably be expected any Parent Inquiry from any Person seeking to lead have discussions or negotiations with any Parent Party relating to a possible Parent Acquisition Proposal; or . Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Third Party making the Parent Acquisition Proposal, request or Parent Inquiry and the material terms and conditions of any Parent Acquisition Proposals, Parent Inquiries, proposals or offers (iiiincluding a copy thereof if in writing and any related documentation or correspondence). The Parent Parties shall also promptly, and in any event within twenty-four (24) provide hours, notify the Company orally and in writing, if it enters into discussions or negotiations concerning any Parent Acquisition Proposal or provides nonpublic information or data to any Person in connection accordance with this Section 6.6(c) and keep the Company informed of the status and material terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all material documentation or material correspondence relating thereto. (d) Except as permitted by this Section 6.6(d), neither the Parent Board nor any committee thereof shall (i) withhold, withdraw, modify or qualify (or publicly propose to withhold, withdraw, modify or qualify), in a manner adverse to any Company Party, the Parent Recommendation or the Parent’s approval of the Partnership Merger, (ii) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) any Parent Acquisition Proposal, (iii) fail to include the Parent Recommendation or the Parent’s approval of the Partnership Merger in the Joint Proxy Statement or any Schedule 14D-9, as applicable, (iv) fail to publicly recommend against any Parent Acquisition Proposal within ten (10) Business Days of the request of Parent and/or reaffirm the Parent Recommendation or the Parent’s approval of the Partnership Merger within ten (10) Business Days of the request of the Company (any inquiryof the actions described in clauses (i), proposal or offer that would reasonably be expected to lead to a Parent Acquisition Proposal; or (ii), (iii) and (iv) otherwise knowingly facilitate of this Section 6.6(d), a “Parent Adverse Recommendation Change”), or (v) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit any effort Parent Entity to enter into, any Parent Alternative Acquisition Agreement (other than a Parent Acceptable Confidentiality Agreement entered into in accordance with this Section 6.6). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Parent Stockholder Approval, the Parent Board shall be permitted to effect a Parent Adverse Recommendation Change if the Parent Board (x) has received an unsolicited bona fide Parent Acquisition Proposal (that did not result from a breach of this Section 6.6) that, in the good faith determination of the Parent Board, after consultation with outside legal counsel and financial advisors, constitutes a Parent Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by the Company Parties pursuant to Section 6.6(e), and such Parent Acquisition Proposal is not withdrawn, and (y) determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law, and in such case Parent may (i) terminate this Agreement pursuant to Section 8.1(d)(ii) or attempt to (ii) make a Parent Adverse Recommendation Change, including approving or recommending such Parent Superior Proposal to the Company’s stockholders, and, in the case of a termination, Parent may immediately prior to or concurrently with such termination of this Agreement, enter into a Parent Alternative Acquisition Agreement with respect to such Parent Superior Proposal (provided, that in the event of any such termination, the Parent Parties comply with their obligation to pay the Company Expense Amount pursuant to Section 8.3(a)). (e) The Parent Board shall not be entitled to effect a Parent Adverse Recommendation Change pursuant to Section 6.6(d) unless (i) the Parent has provided a written notice (a “Notice of Parent Superior Proposal. ”) to the Company Parties that Parent intends to take such action, specifying in reasonable detail the reasons therefor and describing the material terms and conditions of, and attaching a complete copy of, the Parent Superior Proposal that is the basis of such action (it being understood that such material terms shall include the identity of the Third Party), (ii) during the five (5) Business Day period following the Company Parties’ receipt of the Notice of Parent Superior Proposal, Parent shall, and Parent shall cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, negotiate with the Company Parties in good faith (to the extent the Company Parties desire to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Parent Superior Proposal ceases to constitute a Parent Superior Proposal, and (iii) following the end of the five (5) Business Day period, the Parent Board shall have determined in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to this Agreement proposed in writing by the Company Parties in response to the Notice of Parent Superior Proposal or otherwise, that the Parent Superior Proposal giving rise to the Notice of Parent Superior Proposal continues to constitute a Parent Superior Proposal and, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. Any amendment to the financial terms or any other material amendment of such Parent Superior Proposal shall require a new Notice of Parent Superior Proposal, and the Parent Parties shall be required to comply again with the requirements of this Section 6.6(e). (f) Nothing contained in this Section 6.6 or elsewhere in this Agreement shall prohibit Parent or the Parent Board, directly or indirectly through its Representatives, from disclosing to Parent’s stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or making any disclosure to its stockholders if the Parent Board has determined, after consultation with outside legal counsel, that the failure to do so would be inconsistent with applicable Law; provided, however, that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act, an express rejection of any applicable Parent Acquisition Proposal or an express reaffirmation of the Parent Recommendation (and/or an express reaffirmation of the Parent’s approval of the Partnership Merger) shall be deemed to be a Company Adverse Recommendation Change. (g) The Parent Parties shall, and shall cause each of the Parent Entities, and its and their officers and directors, managers or equivalent, and other Representatives to (i) immediately cease and cause to be terminated any discussions and existing discussions, negotiations or communications with any Person conducted heretofore with respect to any Parent Acquisition Proposal, Proposal and (ii) take such action as is necessary to enforce any confidentiality provisions or proposal that would reasonably be expected provisions of similar effect to lead to which any Parent Entity is a party or of which any Parent Acquisition Proposal. Parent will promptly inform the Persons referred to in the preceding sentence Party or any of the obligations undertaken in this Section 5.03Parent Subsidiaries is a beneficiary. The Parent will promptly request from each Person that has executed a confidentiality agreement Parties shall use reasonable best efforts to cause all Third Parties who have been furnished confidential information regarding any Parent Party or any Parent Subsidiary in connection with its consideration the solicitation of making or discussions regarding a Parent Acquisition Proposal within the six (6) months prior to the date of this Agreement to promptly return or destroy such information (as provided in to the terms extent that they are entitled to have such information returned or destroyed). (h) For purposes of such confidentiality agreement) all confidential information concerning Parent or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.this Agreement:

Parent Acquisition Proposals. (a) No Solicitation or Negotiation. Parent agrees that, except as expressly permitted by this Section 5.03, neither that (i) it nor any of and its Subsidiaries nor any of its or its Subsidiaries’ officers, executive officers and directors shall not and employees shall, and (ii) it shall instruct and use reasonable best efforts to cause ensure that its and its Subsidiaries’ other Representatives not torepresentatives shall not, (A) directly or indirectly: (i) , initiate, solicit, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constituteswith respect to a tender offer or exchange offer, proposal for a merger, consolidation, sale of substantially all assets or would reasonably be expected other business combination involving Parent and its subsidiaries or any proposal or offer to lead toacquire in any manner an equity interest representing a 25% or greater economic interest in Parent, other than the Transactions (any such proposal or offer being hereinafter referred to as a “Parent Acquisition Proposal; ”). Notwithstanding the foregoing, subject to the rights of Buyer under Section 13.2, nothing contained in this Agreement shall prevent Parent or Parent Board from (iii) engage taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or otherwise participate in any discussions or negotiations relating to any Parent Acquisition Proposal Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any inquiry, proposal similar communication to stockholders in connection with the making or amendment of a tender offer that would reasonably be expected or exchange offer) or from making any legally required disclosure to lead stockholders with regard to a Parent Acquisition Proposal; or , (ii) prior to Parent Stockholder Approval providing access to its properties, books and records and providing information or data in response to a request therefor by a Person who has made a Parent Acquisition Proposal, (iii) provide prior to Parent Stockholder Approval engaging in any information negotiations or data to any Person in connection discussions with any person who has made a Parent Acquisition Proposal Proposal, (iv) prior to Parent Stockholders Approval and following the receipt of a Parent Acquisition Proposal, (A) withdrawing, modifying or changing in any inquiry, proposal adverse manner its approval or offer that would reasonably be expected to lead to recommendation of this Agreement or the Transactions or (B) recommending a Parent Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt to make a if Parent Board shall have determined in good faith, that such Parent Acquisition Proposal. Parent shallProposal would, and Parent shall cause its Subsidiaries and use its reasonable best efforts if consummated, result in a transaction more favorable to cause its Representatives to, immediately cease and cause to be terminated Parent’s stockholders than the Transactions (any discussions and negotiations with any Person conducted heretofore with respect to any such more favorable Parent Acquisition Proposal, or proposal that would reasonably be expected to lead to a Parent Acquisition Proposal. Parent will promptly inform the Persons Proposal being referred to in the preceding sentence of the obligations undertaken in this Section 5.03. Agreement as a “Parent will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Parent Acquisition Proposal to return Superior Proposal”); or destroy (as provided in the terms of such confidentiality agreementv) taking any and all confidential information concerning actions Parent or any of its Subsidiaries and promptly Affiliates may deem necessary or appropriate in connection with the direct or indirect disposition of assets that are not Properties or ownership interests in entities holding title to Properties. (b) If, at any time prior to Parent Stockholder Approval Parent Board determines a Parent Acquisition Proposal is a Parent Superior Proposal, Parent or the Parent Board may terminate all physical and electronic data access previously granted this Agreement so long as the Parent prior to or concurrently with such Persontermination pays to Buyer the fee payable pursuant to Section 13.2.

Parent Acquisition Proposals. (a) No Solicitation or Negotiation. During the No-Shop Period, Parent agrees that, except as expressly permitted by this Section 5.03, neither it nor any of and its Subsidiaries nor any of its or its Subsidiaries’ officers, directors and employees shallwill not, and it shall instruct and use reasonable best efforts to cause Parent will not authorize, direct or knowingly permit its and its Subsidiaries’ other Representatives not to, directly or indirectly: (i) initiate, solicit, solicit or knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead toresult in, any a Parent Acquisition Proposal; , (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations relating with any Person with respect to, or provide any non-public information or data concerning Parent or its Subsidiaries to any Parent Acquisition Proposal or Person relating to, any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead result in, a Parent Acquisition Proposal (for avoidance of doubt, it being understood that the foregoing will not prohibit Parent or Parent’s Representatives from making such Person aware of the restrictions of this Section ‎5.5 in response to the receipt of a Parent Acquisition Proposal), (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle or any other agreement (other than an Acceptable Parent Confidentiality Agreement) relating to a Parent Acquisition Proposal; or Proposal (iiian “Alternative Parent Acquisition Agreement”), or (iv) provide authorize, adopt, approve or recommend or publicly propose to authorize, adopt, approve or recommend to the Parent Shareholders, or submit to the Parent Shareholders for a vote at any information or data to any Person in connection with shareholder meeting, any Parent Acquisition Proposal Proposal, provided that nothing in this Section ‎‎5.5(a) shall require Parent to take any action, or prevent Parent from taking any inquiryaction, proposal which the UK Takeover Panel determines is inconsistent with or offer in breach of Parent’s obligations under the UK City Code on Takeovers and Mergers (the “UK Code”) or which would prevent Parent from complying with its obligations under the UK Code. To the extent that Parent believes (after consultation with its outside legal counsel) that this Section ‎‎5.5(a) would reasonably require Parent to take any action, or prevent Parent from taking any action, which the UK Takeover Panel would likely determine to be expected to lead to a inconsistent with or in breach of Parent’s obligations under the UK Code, Parent Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or attempt shall notify the Company of the same not less than four Business days before taking the action in question, consult in good faith with the Company and give the Company the reasonable opportunity to make a submissions to the UK Takeover Panel (including providing the Company with all information reasonably requested by the Company to make such submission) before such panel makes its ruling. To the extent applicable, immediately after the execution of this Agreement, Parent Acquisition Proposal. Parent shallwill, and Parent shall will cause its Subsidiaries and use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any discussions and or negotiations with any Person conducted heretofore with respect to any Parent Acquisition Proposal. (b) During the No-Shop Period, Parent will promptly after knowledge by Parent of receipt (and in any event within 24 hours after knowledge of receipt), notify the Company both orally and in writing of the receipt by Parent of any Parent Acquisition Proposal or any request for information from, or proposal any negotiations sought to be initiated or resumed with, either Parent or its Representatives concerning a Parent Acquisition Proposal, which notice will include a written summary of the material terms of any Parent Acquisition Proposal not made in writing or any such inquiry or request and provide a copy of such Parent Acquisition Proposal (if made in writing). Parent will keep the Company reasonably informed on a prompt basis (and in any event within 24 hours after knowledge of receipt) of any material developments regarding any Parent Acquisition Proposal. (c) Except as set forth in this Section ‎5.5(c), the Parent Board will not (i) (A) change, withhold, withdraw, qualify or modify, in a manner adverse to the Company (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), the Parent Recommendation, (B) fail to include the Parent Recommendation in the shareholder circular relating to the Parent Shareholder Meeting (the “Parent Shareholder Circular”), (C) publicly approve or recommend, or publicly propose to approve or recommend to the Parent Shareholders, a Parent Acquisition Proposal or (D) within 10 Business Days after the commencement or announcement of a Parent Acquisition Proposal, fail to recommend against acceptance of such Parent Acquisition Proposal (any of the foregoing, a “Parent Change of Recommendation”) or (ii) authorize, adopt, approve or publicly propose to authorize, adopt or approve, or enter into, any Alternative Parent Acquisition Agreement (x) constituting or relating to a Parent Acquisition Proposal or (y) requiring Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement. Without prejudice to Parent’s obligations under Section 5.5(a) and Section 5.5(b) and notwithstanding the foregoing, at any time prior to receipt of the Parent Shareholder Approval, the Parent Board may effect a Parent Change of Recommendation if the Parent Board determines in good faith (after consultation with its outside legal counsel) that the failure to effect a Parent Change of Recommendation would reasonably be expected to lead to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Parent Board may only effect a Parent Acquisition Proposal. Parent will promptly inform the Persons referred to in the preceding sentence Change of the obligations undertaken in this Section 5.03. Parent will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Parent Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning Parent or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to such Person.Recommendation if: