Common use of Parent Clause in Contracts

Parent. (i) Parent shall not, and shall not authorize and will use its reasonable best efforts not to, permit any of the Parent Subsidiaries or their Representatives to, directly or indirectly, (A) solicit, initiate or encourage, or knowingly take any other action to facilitate, the submission of any Acquisition Proposal with respect to Parent or (B) participate in or encourage any discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal with respect to Parent; provided, however, that, prior to obtaining approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger from the stockholders of Parent, the foregoing shall not prohibit Parent, the Parent Subsidiaries or their Representative from furnishing information to, or entering into discussions or negotiations with, any person that makes an Acquisition Proposal with respect to Parent that was not solicited by Parent in breach of this Section 5.6(b) or that did not otherwise result from a breach of this Section 5.6(b), if, and to the extent that, (x) the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, (y) prior to furnishing any such information to such person, Parent receives from such person an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person (provided that if Parent enters into such a confidentiality agreement with respect to such Acquisition Proposal that contains provisions that are less protective in any material respects to Parent than the provisions of the Confidentiality Agreement, Parent agrees to amend the Confidentiality Agreement so as to provide the Company the benefit of such less protective provisions), and (z) the Board of Directors of Parent determines in good faith, after having considered the advice from its independent financial advisor, that such Acquisition Proposal is or is reasonably likely to result in a Superior Proposal. Unless the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that taking such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, Parent shall (i) provide prompt (but in no event less than twenty-four hours after receipt of any Acquisition Proposal with respect to Parent) written notice to the Company of the receipt of any such Acquisition Proposal, indicating in connection with such notice the material terms and conditions of such Acquisition Proposal, the identity of such person making any such Acquisition Proposal and Parent's current intention with respect to furnishing information to, or entering into discussions or negotiations with, such person and (ii) promptly keep the Company informed of the status and material terms of any such Acquisition Proposal. All information provided by Parent to the Company under this Section 5.6(b)(i) shall be kept confidential by the Company in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing or anything in this Agreement or the Confidentiality Agreement to the contrary, the Company (and each Representative of the Company) may disclose to any and all persons, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of an Acquisition Proposal with respect to Parent beginning on the earliest of (i) the date of the public announcement of discussions relating to such Acquisition Proposal, (ii) the date of public announcement of such Acquisition Proposal, or (iii) the date of the execution of an agreement (with or without conditions) to enter into such Acquisition Proposal, provided, however, that neither the Company nor any Representative of the Company may disclose any other information that is not relevant to understanding the Tax treatment and Tax structure of such Acquisition Proposal (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any federal or state securities laws. Parent shall cease and cause to be terminated immediately all existing discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal with respect to Parent. (ii) The Board of Directors of Parent shall not, except as expressly permitted by this Agreement (including this Section 5.6(b)(ii)), (A) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Company, the recommendation of the Board of Directors of Parent to Parent's stockholders to approve the issuance of the Parent Common Stock in the Merger and approve and adopt the Amended Parent Certificate of Incorporation (a "Parent Change in Recommendation"), (B) approve or recommend, or propose publicly to approve or recommend, any transaction involving an Acquisition Proposal with respect Parent from a third party (a "Parent Alternative Transaction"), or (C) cause Parent to enter into any Acquisition Agreement related to any Parent Alternative Transaction. Notwithstanding the foregoing, if prior to the approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger by Parent's stockholders, the Board of Directors of Parent determines in good faith, after it has received a Superior Proposal in compliance with Section 5.6(b)(i) and after consultation with and having considered the advice of outside legal counsel, that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, the Board of Directors of Parent may (subject to this and the following sentences in this Section 5.6(b)(ii)) (1) make a Parent Change in Recommendation, (2) approve or recommend, or propose publicly to approve or recommend, such Superior Proposal (either clause (1) or (2) above being a "Parent Subsequent Determination") and (3) authorize Parent to and cause Parent to enter into an Acquisition Agreement with respect to a Superior Proposal, but in each case only at a time that is after the fifth day (or the second day, in the case of a material amendment to a Superior Proposal) following the Company's receipt of written notice advising the Company that the Board of Directors of Parent is prepared to accept a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of Parent intends to make a Parent Subsequent Determination or authorize Parent to and cause Parent to enter into an Acquisition Agreement. During such five day period (or two day period in the case of a material amendment), Parent shall provide an opportunity for the Company to propose such adjustments to the terms and conditions of this Agreement as would enable the Board of Directors of Parent to proceed with its recommendation to Parent's stockholders without a Parent Subsequent Determination. (iii) Nothing contained in this Agreement shall prohibit Parent from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent, after consultation with outside legal counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Parent nor the Board of Directors of Parent shall, except as specifically permitted by Section 5.6(b)(ii), make a Parent Change in Recommendation or approve or recommend, or propose publicly to approve or recommend, a Parent Alternative Transaction.

Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business; provided, however, that nothing contained in this clause shall limit Parent's ability to authorize or propose, or enter into or amend, an agreement with respect to any acquisitions or credit facilities or to issue or refinance any debt or equity securities, provided that any such acquisition or issuance of securities would not reasonably be expected to adversely affect the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or materially delay obtaining any consents or approvals of any Government Entity required under this Agreement or otherwise materially delay the Closing;; (ii) shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement; (iii) shall and shall cause Merger Sub to vote all shares of Company Common Stock, if any, beneficially owned by Parent, Merger Sub or their Affiliates in favor of adoption and approval of the Merger and this Agreement at the Company Special Meeting (as defined in Section 5.3); (iv) except as may be required by applicable Law or the terms of any agreement in existence on the date of this Agreement, shall not, and shall not authorize and will use its reasonable best efforts not to, permit any of the Parent its Subsidiaries or their Representatives to, directly make any acquisition, by means of a merger or indirectlyotherwise, (A) solicit, initiate of assets or encouragesecurities, or knowingly take any sale, lease, encumbrance or other action to facilitate, the submission disposition of any Acquisition Proposal with respect to Parent assets or (B) participate in or encourage any discussion or negotiations regardingsecurities, or furnish to enter into any person any non-public information with respect tosimilar transaction, or take enter into an agreement to effect any other action to facilitate any inquiries or of the making offoregoing, any proposal that constitutes, or may in each case which would reasonably be expected to lead adversely affect the ability of Parent to consummate the transactions contemplated by this Agreement or materially delay obtaining any consents or approvals of any Governmental Entity required under this Agreement or otherwise materially delay the Closing; (v) shall not, and shall not permit any of its Subsidiaries to, change any Acquisition Proposal of the accounting principles or practices used by it or any of its Subsidiaries, except as required by the Securities Exchange Commission (the "SEC") or required by GAAP; (vi) shall not authorize or pay any dividends on or make any distribution with respect to Parent; providedits outstanding shares of capital stock; (vii) shall not propose or adopt any amendments to its corporate charter or By-laws; (viii) shall not agree, howeveror permit any of its Subsidiaries to agree, thatin writing or otherwise, prior to obtaining approval and adoption take any of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock foregoing actions described in connection with the Merger from the stockholders of Parent, the foregoing shall not prohibit Parent, the Parent Subsidiaries or their Representative from furnishing information to, or entering into discussions or negotiations with, any person that makes an Acquisition Proposal with respect to Parent that was not solicited by Parent in breach of this Section 5.6(bclauses (iv) through (vii) or take any action that did not otherwise result from a breach of this Section 5.6(b), if, and to the extent that, (x) the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that failure to take such action could result in a reasonable probability that the Board of Directors of Parent is intended or would breach its fiduciary duties under applicable Delaware law, (y) prior to furnishing any such information to such person, Parent receives from such person an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person (provided that if Parent enters into such a confidentiality agreement with respect to such Acquisition Proposal that contains provisions that are less protective in any material respects to Parent than the provisions of the Confidentiality Agreement, Parent agrees to amend the Confidentiality Agreement so as to provide the Company the benefit of such less protective provisions), and (z) the Board of Directors of Parent determines in good faith, after having considered the advice from its independent financial advisor, that such Acquisition Proposal is or is reasonably likely expected to result in a Superior Proposal. Unless any of the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that taking such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, Parent shall (i) provide prompt (but in no event less than twenty-four hours after receipt of any Acquisition Proposal with respect to Parent) written notice conditions to the Company of the receipt of any such Acquisition ProposalMerger set forth in Article 6 not being satisfied, indicating except, in connection with such notice the material terms and conditions of such Acquisition Proposaleach case, the identity of such person making any such Acquisition Proposal and Parent's current intention with respect to furnishing information to, or entering into discussions or negotiations with, such person and as may be required by applicable Law; and (ii) promptly keep the Company informed of the status and material terms of any such Acquisition Proposal. All information provided by Parent to the Company under this Section 5.6(b)(iix) shall be kept confidential by the Company in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing or anything in this Agreement or the Confidentiality Agreement to the contraryuse its reasonable efforts, the Company (and each Representative of the Company) may disclose to any and all persons, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of an Acquisition Proposal with respect to Parent beginning on the earliest of (i) the date of the public announcement of discussions relating to such Acquisition Proposal, (ii) the date of public announcement of such Acquisition Proposal, or (iii) the date of the execution of an agreement (with or without conditions) to enter into such Acquisition Proposal, provided, however, that neither the Company nor any Representative of the Company may disclose any other information that is not relevant to understanding the Tax treatment and Tax structure of such Acquisition Proposal (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any federal or state securities laws. Parent shall cease and cause each of its Subsidiaries to be terminated immediately all existing discussions or negotiations use its reasonable efforts, consistent with any persons conducted heretofore with respect prudent business practice to any Acquisition Proposal with respect to Parent. (ii) The Board of Directors of Parent shall not, except as expressly permitted by this Agreement (including this Section 5.6(b)(ii)), (A) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, preserve intact its business organization and goodwill in a manner adverse to the Company, the recommendation of the Board of Directors of Parent to Parent's stockholders to approve the issuance of the Parent Common Stock in the Merger and approve and adopt the Amended Parent Certificate of Incorporation (a "Parent Change in Recommendation")all material respects, (B) approve or recommendkeep available the services of its officers and key employees, or propose publicly subject to approve or recommendchanges in the ordinary course, any transaction involving an Acquisition Proposal with respect Parent from a third party (a "Parent Alternative Transaction"), or and (C) cause Parent to enter into any Acquisition Agreement related to any Parent Alternative Transaction. Notwithstanding the foregoingmaintain satisfactory relationships with suppliers, if prior to the approval distributors, customers and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection others having significant business relationships with the Merger by Parent's stockholdersthem, the Board of Directors of Parent determines in good faith, after it has received a Superior Proposal in compliance with Section 5.6(b)(i) and after consultation with and having considered the advice of outside legal counsel, that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, the Board of Directors of Parent may (subject to this and the following sentences in this Section 5.6(b)(ii)) (1) make a Parent Change in Recommendation, (2) approve or recommend, or propose publicly to approve or recommend, such Superior Proposal (either clause (1) or (2) above being a "Parent Subsequent Determination") and (3) authorize Parent to and cause Parent to enter into an Acquisition Agreement with respect to a Superior Proposal, but in each case only at as a time that is after the fifth day (or the second day, in the case of a material amendment to a Superior Proposal) following the Company's receipt of written notice advising the Company that the Board of Directors of Parent is prepared to accept a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of Parent intends to make a Parent Subsequent Determination or authorize Parent to and cause Parent to enter into an Acquisition Agreement. During such five day period (or two day period in the case of a material amendment), Parent shall provide an opportunity for the Company to propose such adjustments to the terms and conditions of this Agreement as would enable the Board of Directors of Parent to proceed with its recommendation to Parent's stockholders without a Parent Subsequent Determinationgroup. (iii) Nothing contained in this Agreement shall prohibit Parent from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent, after consultation with outside legal counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Parent nor the Board of Directors of Parent shall, except as specifically permitted by Section 5.6(b)(ii), make a Parent Change in Recommendation or approve or recommend, or propose publicly to approve or recommend, a Parent Alternative Transaction.

Parent. (i) Each of Parent shall notand Old ACG recognizes and acknowledges that it had in the past and currently has and in the future may have, prior to the Closing, access to certain confidential information of Company, such as operational policies, and shall not authorize pricing and will use its reasonable best efforts not tocost policies that are valuable, permit any special and unique assets of the Company. Each of Parent Subsidiaries or their Representatives to, directly or indirectly, (A) solicit, initiate or encourage, or knowingly take any other action to facilitate, the submission of any Acquisition Proposal with respect to Parent or (B) participate in or encourage any discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal with respect to Parent; provided, however, and Old ACG agrees that, prior to obtaining approval the Closing, or if the transactions contemplated by this Agreement are not consummated, it will not disclose such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Company; and adoption (ii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 15.2, unless (x) such information becomes known to the Amended Parent Certificate of Incorporation and the approval of the issuance public generally through no fault of Parent Common Stock or Old ACG, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Parent shall, if possible, give immediate prior written notice thereof to Company and Stockholders and provide Company and Stockholders with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the Merger from defense of a lawsuit against the stockholders disclosing party. In the event of Parent, the foregoing shall not prohibit Parent, the Parent Subsidiaries a breach or their Representative from furnishing information to, or entering into discussions or negotiations with, any person that makes an Acquisition Proposal with respect to Parent that was not solicited threatened breach by Parent in breach or Old ACG of the provisions of this Section 5.6(b15.2, Company and Stockholders shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent or that did not otherwise result Old ACG from a breach of this Section 5.6(b)disclosing, if, and to the extent that, (x) the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that failure to take such action could result whole or in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, (y) prior to furnishing any such information to such person, Parent receives from such person an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person (provided that if Parent enters into such a confidentiality agreement with respect to such Acquisition Proposal that contains provisions that are less protective in any material respects to Parent than the provisions of the Confidentiality Agreement, Parent agrees to amend the Confidentiality Agreement so as to provide the Company the benefit of such less protective provisions), and (z) the Board of Directors of Parent determines in good faith, after having considered the advice from its independent financial advisor, that such Acquisition Proposal is or is reasonably likely to result in a Superior Proposal. Unless the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that taking such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, Parent shall (i) provide prompt (but in no event less than twenty-four hours after receipt of any Acquisition Proposal with respect to Parent) written notice to the Company of the receipt of any such Acquisition Proposal, indicating in connection with such notice the material terms and conditions of such Acquisition Proposal, the identity of such person making any such Acquisition Proposal and Parent's current intention with respect to furnishing information to, or entering into discussions or negotiations withpart, such person and (ii) promptly keep the Company informed of the status and material terms of any such Acquisition Proposalconfidential information. All information provided by Parent to the Company under this Section 5.6(b)(i) Nothing herein shall be kept confidential by the construed as prohibiting Company in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing or anything in this Agreement or the Confidentiality Agreement to the contrary, the Company (and each Representative of the Company) may disclose to any and all persons, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of an Acquisition Proposal with respect to Parent beginning on the earliest of (i) the date of the public announcement of discussions relating to such Acquisition Proposal, (ii) the date of public announcement of such Acquisition Proposal, or (iii) the date of the execution of an agreement (with or without conditions) to enter into such Acquisition Proposal, provided, however, that neither the Company nor any Representative of the Company may disclose Stockholders from pursuing any other information that is not relevant to understanding the Tax treatment and Tax structure of available remedy for such Acquisition Proposal (breach or threatened breach, including the identity recovery of any party and any information that could lead another to determine damages. In the identity of any party), or any other information to event the extent that such disclosure could reasonably result in a violation of any federal or state securities laws. Parent shall cease and cause to be terminated immediately all existing discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal with respect to Parent. (ii) The Board of Directors of Parent shall not, except as expressly permitted transactions contemplated by this Agreement are not consummated, Parent and Old ACG (including this Section 5.6(b)(ii))their respective representatives, advisors and legal counsel) shall within ten business days after Company's request, deliver all copies of the confidential information of Company in either of their possession in any form whatsoever (A) withdrawincluding, qualify or modifybut not limited to, any reports, memoranda, or propose publicly to withdrawother materials prepared by either Parent or Old ACG or either of their representatives, qualify advisors or modify, in a manner adverse to legal counsel at the Company, the recommendation of the Board of Directors of Parent to Parent's stockholders to approve the issuance of the Parent Common Stock in the Merger and approve and adopt the Amended Parent Certificate of Incorporation (a "Parent Change in Recommendation"), (B) approve or recommend, or propose publicly to approve or recommend, any transaction involving an Acquisition Proposal with respect Parent from a third party (a "Parent Alternative Transaction"), or (C) cause Parent to enter into any Acquisition Agreement related to any Parent Alternative Transaction. Notwithstanding the foregoing, if prior to the approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger by Parent's stockholders, the Board of Directors of Parent determines in good faith, after it has received a Superior Proposal in compliance with Section 5.6(b)(i) and after consultation with and having considered the advice of outside legal counsel, that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, the Board of Directors of Parent may (subject to this and the following sentences in this Section 5.6(b)(ii)) (1) make a Parent Change in Recommendation, (2) approve or recommend, or propose publicly to approve or recommend, such Superior Proposal (either clause (1) or (2) above being a "Parent Subsequent Determination") and (3) authorize Parent to and cause Parent to enter into an Acquisition Agreement with respect to a Superior Proposal, but in each case only at a time that is after the fifth day (or the second day, in the case of a material amendment to a Superior Proposal) following the Company's receipt of written notice advising the Company that the Board of Directors of Parent is prepared to accept a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of Parent intends to make a Parent Subsequent Determination or authorize Parent to and cause Parent to enter into an Acquisition Agreement. During such five day period (or two day period in the case of a material amendment), Parent shall provide an opportunity for the Company to propose such adjustments to the terms and conditions of this Agreement as would enable the Board of Directors of Parent to proceed with its recommendation to Parent's stockholders without a Parent Subsequent Determination. (iii) Nothing contained in this Agreement shall prohibit Parent from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors direction of Parent, after consultation with outside legal counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Parent nor the Board of Directors of Parent shall, except as specifically permitted by Section 5.6(b)(ii), make a Parent Change in Recommendation or approve or recommend, or propose publicly to approve or recommend, a Parent Alternative Transaction.

Parent. Prior to the Effective Date, unless the Company shall otherwise agree in writing or except as otherwise required by this Merger Agreement: (i) Parent shall notshall, and shall not authorize cause its subsidiaries to, carry on their respective businesses in the usual, regular and will ordinary course in substantially the same manner as heretofore conducted, and shall, and shall cause its material subsidiaries to, use its reasonable their best efforts not toto preserve intact their present business organizations, permit any keep available the services of the Parent Subsidiaries or their Representatives topresent officers and employees and preserve their relationships with customers, directly or indirectly, (A) solicit, initiate or encourage, or knowingly take any other action to facilitate, the submission of any Acquisition Proposal suppliers and others having business dealings with respect to Parent or (B) participate in or encourage any discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal with respect to Parent; provided, however, that, prior to obtaining approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger from the stockholders of Parent, the foregoing shall not prohibit Parent, the Parent Subsidiaries or their Representative from furnishing information to, or entering into discussions or negotiations with, any person that makes an Acquisition Proposal with respect to Parent that was not solicited by Parent in breach of this Section 5.6(b) or that did not otherwise result from a breach of this Section 5.6(b), if, and them to the extent that, (x) the Board of Directors of Parent, after consultation with end that their goodwill and having considered the advice of outside legal counsel, determines in good faith that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, (y) prior to furnishing any such information to such person, Parent receives from such person an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person (provided that if Parent enters into such a confidentiality agreement with respect to such Acquisition Proposal that contains provisions that are less protective in any material respects to Parent than the provisions of the Confidentiality Agreement, Parent agrees to amend the Confidentiality Agreement so as to provide the Company the benefit of such less protective provisions), and (z) the Board of Directors of Parent determines in good faith, after having considered the advice from its independent financial advisor, that such Acquisition Proposal is or is reasonably likely to result in a Superior Proposal. Unless the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that taking such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, Parent shall (i) provide prompt (but in no event less than twenty-four hours after receipt of any Acquisition Proposal with respect to Parent) written notice to the Company of the receipt of any such Acquisition Proposal, indicating in connection with such notice the material terms and conditions of such Acquisition Proposal, the identity of such person making any such Acquisition Proposal and Parent's current intention with respect to furnishing information to, or entering into discussions or negotiations with, such person and (ii) promptly keep the Company informed of the status and material terms of any such Acquisition Proposal. All information provided by Parent to the Company under this Section 5.6(b)(i) ongoing businesses shall be kept confidential by unimpaired at the Company in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing or anything in this Agreement or the Confidentiality Agreement to the contrary, the Company (and each Representative of the Company) may disclose to any and all persons, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of an Acquisition Proposal with respect to Parent beginning on the earliest of (i) the date of the public announcement of discussions relating to such Acquisition Proposal, (ii) the date of public announcement of such Acquisition Proposal, or (iii) the date of the execution of an agreement (with or without conditions) to enter into such Acquisition ProposalEffective Date, provided, however, that neither nothing contained herein shall prevent Parent from creating new wholly owned subsidiaries in the Company nor any Representative ordinary course of business as long as the Company may disclose any other information that is not relevant to understanding the Tax treatment and Tax structure creation of such Acquisition Proposal subsidiaries (including either alone or in the identity of any party and any information that could lead another aggregate) will not reasonably be expected to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in have a violation of any federal or state securities laws. Parent shall cease and cause to be terminated immediately all existing discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal with respect to Parent. Material Adverse Effect; (ii) The Board of Directors of Parent shall not, nor shall it permit any of its subsidiaries to, take or cause to be taken any action, whether before or after the Effective Date, which would disqualify the Merger as a "pooling of interests" for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Code and (iii) Parent shall not (A) except as expressly required or permitted by this Agreement (including this Section 5.6(b)(ii))Merger Agreement, issue, deliver or sell or agree to issue, deliver or sell any additional shares of, or rights of any kind to acquire any shares of, (A1) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Company, the recommendation of the Board of Directors of Parent to Parent's stockholders to approve the issuance of the Parent Common Stock or (2) any option, rights or warrants to acquire, or securities convertible into, shares of Parent Common Stock (collectively, "Parent Common Stock Equivalents") (other than (x) issuances of, deliverances of or sales of or agreements to issue, deliver or sell Parent Common Stock or Parent Common Stock Equivalents representing, in the Merger aggregate, less than 12% of the outstanding Parent Common Stock as of the date hereof, (y) issuances of Parent Common Stock pursuant to the exercise of employee stock options and approve other options, warrants and adopt rights outstanding on the Amended date hereof and (z) the grant of additional employee stock options between the date hereof and the Effective Date in the ordinary course of business and in amounts and on terms which are customary for Parent Certificate of Incorporation (a "Parent Change in Recommendation"during the fiscal periods occurring during such period), (B) approve acquire or recommendagree to acquire by merging or consolidating with, or propose publicly to approve by purchasing a substantial equity interest in, or recommendby any other manner, any transaction business or any corporation, partnership, association, or other business organization or division thereof involving an Acquisition Proposal with respect cash consideration in excess of $250 million in the aggregate for all such transactions (excluding the acquisition of the company set forth in Section 6.2 of the Parent from a third party (a "Parent Alternative Transaction"Disclosure Schedule), or (C) cause Parent to enter into any Acquisition Agreement related to any Parent Alternative Transaction. Notwithstanding the foregoingcontract, if prior to the approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger by Parent's stockholdersagreement, the Board of Directors of Parent determines in good faith, after it has received a Superior Proposal in compliance with Section 5.6(b)(i) and after consultation with and having considered the advice of outside legal counsel, that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, the Board of Directors of Parent may (subject to this and the following sentences in this Section 5.6(b)(ii)) (1) make a Parent Change in Recommendation, (2) approve commitment or recommend, or propose publicly to approve or recommend, such Superior Proposal (either clause (1) or (2) above being a "Parent Subsequent Determination") and (3) authorize Parent to and cause Parent to enter into an Acquisition Agreement arrangement with respect to a Superior Proposal, but in each case only at a time that is after the fifth day (or the second day, in the case of a material amendment to a Superior Proposal) following the Company's receipt of written notice advising the Company that the Board of Directors of Parent is prepared to accept a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of Parent intends to make a Parent Subsequent Determination or authorize Parent to and cause Parent to enter into an Acquisition Agreement. During such five day period (or two day period in the case of a material amendment), Parent shall provide an opportunity for the Company to propose such adjustments to the terms and conditions of this Agreement as would enable the Board of Directors of Parent to proceed with its recommendation to Parent's stockholders without a Parent Subsequent Determination. (iii) Nothing contained in this Agreement shall prohibit Parent from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent, after consultation with outside legal counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Parent nor the Board of Directors of Parent shall, except as specifically permitted by Section 5.6(b)(ii), make a Parent Change in Recommendation or approve or recommend, or propose publicly to approve or recommend, a Parent Alternative Transactionforegoing which is binding.

Parent. (i) Parent shall notPARENT recognizes and acknowledges that they had in the past and currently have access to certain confidential information of the COMPANY, such as operational policies, pricing and cost policies, and shall not authorize insurance costs that are valuable, special and will use its reasonable best efforts not to, permit any unique assets of the Parent Subsidiaries or their Representatives to, directly or indirectly, (A) solicit, initiate or encourage, or knowingly take any other action to facilitate, the submission of any Acquisition Proposal with respect to Parent or (B) participate in or encourage any discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal with respect to Parent; provided, however, COMPANY's business. PARENT agrees that, prior to obtaining approval and adoption the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of the Amended Parent Certificate of Incorporation COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the approval of the issuance of Parent Common Stock in connection with the Merger from the stockholders of Parent, the foregoing shall not prohibit Parent, the Parent Subsidiaries or their Representative from furnishing information to, or entering into discussions or negotiations with, any person that makes an Acquisition Proposal with respect to Parent that was not solicited by Parent in breach confidentiality provisions of this Section 5.6(b14.2, (c) or that did not otherwise result from a breach of this to the Other Founding Companies and their representatives pursuant to Section 5.6(b7.1(a), if, and to the extent that, (x) the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, (y) prior to furnishing any such information to such person, Parent receives from such person an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person (provided that if Parent enters into such a confidentiality agreement with respect to such Acquisition Proposal that contains provisions that are less protective in any material respects to Parent than the provisions of the Confidentiality Agreement, Parent agrees to amend the Confidentiality Agreement so as to provide the Company the benefit of such less protective provisions), and (z) the Board of Directors of Parent determines in good faith, after having considered the advice from its independent financial advisor, that such Acquisition Proposal is or is reasonably likely to result in a Superior Proposal. Unless the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that taking such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, Parent shall unless (i) provide prompt (but in no event less than twenty-four hours after receipt of any Acquisition Proposal with respect to Parent) written notice such information becomes known to the Company public generally through no fault of the receipt of any such Acquisition Proposal, indicating in connection with such notice the material terms and conditions of such Acquisition Proposal, the identity of such person making any such Acquisition Proposal and Parent's current intention with respect to furnishing information to, or entering into discussions or negotiations with, such person and (ii) promptly keep the Company informed of the status and material terms of any such Acquisition Proposal. All information provided by Parent to the Company under this Section 5.6(b)(i) shall be kept confidential by the Company in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing or anything in this Agreement or the Confidentiality Agreement to the contrary, the Company (and each Representative of the Company) may disclose to any and all persons, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of an Acquisition Proposal with respect to Parent beginning on the earliest of (i) the date of the public announcement of discussions relating to such Acquisition ProposalPARENT, (ii) disclosure is required by law or the date order of public announcement any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), PARENT shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS with the opportunity to contest such Acquisition Proposaldisclosure, or (iii) the date of the execution of an agreement (with or without conditions) to enter into such Acquisition Proposal, provided, however, that neither the Company nor any Representative of the Company may disclose any other information that is not relevant to understanding the Tax treatment and Tax structure of such Acquisition Proposal (including the identity of any disclosing party and any information that could lead another to determine the identity of any party), or any other information to the extent reasonably believes that such disclosure could reasonably result in a violation of any federal or state securities laws. Parent shall cease and cause to be terminated immediately all existing discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal with respect to Parent. (ii) The Board of Directors of Parent shall not, except as expressly permitted by this Agreement (including this Section 5.6(b)(ii)), (A) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Company, the recommendation of the Board of Directors of Parent to Parent's stockholders to approve the issuance of the Parent Common Stock in the Merger and approve and adopt the Amended Parent Certificate of Incorporation (a "Parent Change in Recommendation"), (B) approve or recommend, or propose publicly to approve or recommend, any transaction involving an Acquisition Proposal with respect Parent from a third party (a "Parent Alternative Transaction"), or (C) cause Parent to enter into any Acquisition Agreement related to any Parent Alternative Transaction. Notwithstanding the foregoing, if prior to the approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock is required in connection with the Merger defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with the filing of the Registration Statement and the IPO and the securities laws applicable thereto and to the operation of PARENT as a publicly held entity after the IPO. In the event of a breach or threatened breach by Parent's stockholdersPARENT of the provisions of this Section, the Board of Directors of Parent determines in good faith, after it has received a Superior Proposal in compliance with Section 5.6(b)(i) and after consultation with and having considered the advice of outside legal counsel, that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, the Board of Directors of Parent may (subject to this COMPANY and the following sentences STOCKHOLDERS shall be entitled to an injunction restraining PARENT from disclosing, in this Section 5.6(b)(ii)) (1) make a Parent Change whole or in Recommendation, (2) approve or recommend, or propose publicly to approve or recommendpart, such Superior Proposal (either clause (1) confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or (2) above being a "Parent Subsequent Determination") and (3) authorize Parent to and cause Parent to enter into an Acquisition Agreement with respect to a Superior Proposalthreatened breach, but in each case only at a time that is after including the fifth day (or the second day, in the case recovery of a material amendment to a Superior Proposal) following the Company's receipt of written notice advising the Company that the Board of Directors of Parent is prepared to accept a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of Parent intends to make a Parent Subsequent Determination or authorize Parent to and cause Parent to enter into an Acquisition Agreement. During such five day period (or two day period in the case of a material amendment), Parent shall provide an opportunity for the Company to propose such adjustments to the terms and conditions of this Agreement as would enable the Board of Directors of Parent to proceed with its recommendation to Parent's stockholders without a Parent Subsequent Determinationdamages. (iii) Nothing contained in this Agreement shall prohibit Parent from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent, after consultation with outside legal counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Parent nor the Board of Directors of Parent shall, except as specifically permitted by Section 5.6(b)(ii), make a Parent Change in Recommendation or approve or recommend, or propose publicly to approve or recommend, a Parent Alternative Transaction.

Parent. (i) Each Party hereby agrees, on behalf of itself and the Waiving Parties, that Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”) (or any successor thereto) may represent the Parent, Xxxxxx Sub and/or any of their respective directors, managers, officers, owners, employees, Affiliates or Representatives (the “Parent Group”) (it being understood and agreed that the Company shall not be deemed an Affiliate for purposes of this definition) in connection with any dispute, claim, Proceeding or liability arising out of or relating to this Agreement, any Ancillary Agreement or the Transactions (any such representation, the “Parent Post-Closing Representation”), notwithstanding its representation (or any continued representation) of Parent and Merger Sub in connection with the transactions contemplated by this Agreement, and each Party, on behalf of itself and the Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Parent Post-Closing Representation may be directly adverse to any of the Waiving Parties. Each of the Parties acknowledges and agrees that the foregoing provision applies whether or not Xxxxxxxx provides legal services to Parent after the Closing Date. (ii) Each of the Parties, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among Xxxxxxxx (or any other counsel that represented any member of the Parent Group), Parent, Merger Sub and/or any member of the Parent Group made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute, claim, Proceeding or liability arising out of or relating to, this Agreement, any Ancillary Agreement or the Transactions or any matter relating to any of the foregoing are privileged communications, and shall remain privileged after the Closing, and the attorney-client privilege and the expectation of client confidence and work product and other immunities belong solely to the applicable member of the Parent Group (but, in all cases, for the avoidance of doubt, excluding the Company) and are exclusively controlled by the applicable member of the Parent Group, and shall not pass to or be claimed by the Company or any other Party or Waiving Party, other than the applicable member of the Parent Group. From and after the Closing, each Party (other than Parent) shall not, and shall not authorize and will use cause its reasonable best efforts Waiving Parties not to, permit access the same or seek to obtain the same by any process. From and after the Closing, each of the Parent Subsidiaries or their Representatives toParties (other than Parent), directly or indirectly, (A) solicit, initiate or encourage, or knowingly take any other action to facilitate, the submission on behalf of any Acquisition Proposal with respect to Parent or (B) participate in or encourage any discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal with respect to Parent; provided, however, that, prior to obtaining approval and adoption of the Amended Parent Certificate of Incorporation itself and the approval of the issuance of Parent Common Stock in connection with the Merger from the stockholders of ParentWaiving Parties, the foregoing shall irrevocably waives and will not prohibit Parent, the Parent Subsidiaries assert any attorney-client privilege or their Representative from furnishing information to, work product or entering into discussions or negotiations with, any person that makes an Acquisition Proposal with respect to Parent that was not solicited by Parent in breach of this Section 5.6(b) or that did not otherwise result from a breach of this Section 5.6(b), if, and to the extent that, (x) the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, (y) prior to furnishing any such information to such person, Parent receives from such person an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person (provided that if Parent enters into such a confidentiality agreement with respect to such Acquisition Proposal that contains provisions that are less protective in any material respects to Parent than the provisions of the Confidentiality Agreement, Parent agrees to amend the Confidentiality Agreement so as to provide the Company the benefit of such less protective provisions), and (z) the Board of Directors of Parent determines in good faith, after having considered the advice from its independent financial advisor, that such Acquisition Proposal is or is reasonably likely to result in a Superior Proposal. Unless the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that taking such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, Parent shall (i) provide prompt (but in no event less than twenty-four hours after receipt of any Acquisition Proposal with respect to Parent) written notice to the Company of the receipt of any such Acquisition Proposal, indicating in connection with such notice the material terms and conditions of such Acquisition Proposal, the identity of such person making any such Acquisition Proposal and Parent's current intention with respect to furnishing information to, or entering into discussions or negotiations with, such person and (ii) promptly keep the Company informed of the status and material terms of any such Acquisition Proposal. All information provided by Parent to the Company under this Section 5.6(b)(i) shall be kept confidential by the Company in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing or anything in this Agreement or the Confidentiality Agreement to the contrary, the Company (and each Representative of the Company) may disclose to any and all persons, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of an Acquisition Proposal with respect to Parent beginning on the earliest of (i) the date of the public announcement of discussions relating to such Acquisition Proposal, (ii) the date of public announcement of such Acquisition Proposal, or (iii) the date of the execution of an agreement (with or without conditions) to enter into such Acquisition Proposal, provided, however, that neither the Company nor any Representative of the Company may disclose any other information that is not relevant to understanding the Tax treatment and Tax structure of such Acquisition Proposal (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any federal or state securities laws. Parent shall cease and cause to be terminated immediately all existing discussions or negotiations with any persons conducted heretofore immunities with respect to any Acquisition Proposal with respect to Parent. communication among Xxxxxxxx (ii) The Board of Directors of Parent shall not, except as expressly permitted by this Agreement (including this Section 5.6(b)(ii)), (A) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Company, the recommendation of the Board of Directors of Parent to Parent's stockholders to approve the issuance any other counsel that represented any member of the Parent Common Stock in the Merger and approve and adopt the Amended Parent Certificate of Incorporation (a "Parent Change in Recommendation"Group), (B) approve or recommend, or propose publicly the Parent and/or any member of the Parent Group occurring prior to approve or recommend, any transaction involving an Acquisition Proposal the Closing in connection with respect Parent from a third party (a "Parent Alternative Transaction"), or (C) cause Parent to enter into any Acquisition Agreement related to any Parent Alternative TransactionPost-Closing Representation. Notwithstanding the foregoing, if prior to in the approval event that a dispute arises between any Party or any of its Waiving Parties, on the one hand, and adoption of a third party, on the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger by Parent's stockholders, the Board of Directors of Parent determines in good faith, after it has received a Superior Proposal in compliance with Section 5.6(b)(i) and after consultation with and having considered the advice of outside legal counsel, that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, the Board of Directors of Parent may (subject to this and the following sentences in this Section 5.6(b)(ii)) (1) make a Parent Change in Recommendation, (2) approve or recommend, or propose publicly to approve or recommendother hand, such Superior Proposal (either clause (1) Party or (2) above being a "Parent Subsequent Determination") and (3) authorize Parent its Waiving Party, as applicable, may assert the attorney-client privilege or work product or other immunities to and cause Parent prevent disclosure of confidential communications to enter into an Acquisition Agreement with respect to a Superior Proposal, but in each case only at a time that is after the fifth day (or the second day, in the case of a material amendment to a Superior Proposal) following the Company's receipt of written notice advising the Company that the Board of Directors of Parent is prepared to accept a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of Parent intends to make a Parent Subsequent Determination or authorize Parent to and cause Parent to enter into an Acquisition Agreement. During such five day period (or two day period in the case of a material amendment), Parent shall provide an opportunity for the Company to propose such adjustments to the terms and conditions of this Agreement as would enable the Board of Directors of Parent to proceed with its recommendation to Parent's stockholders without a Parent Subsequent Determination. (iii) Nothing contained in this Agreement shall prohibit Parent from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent, after consultation with outside legal counsel, failure so to disclose would be inconsistent with applicable Lawthird party; provided, however, that neither Parent nor no Party (or its Waiving Party) may waive such privilege or other immunity without the Board prior written consent of Directors of Parent shall, except as specifically permitted by Section 5.6(b)(ii), make a Parent Change in Recommendation or approve or recommend, or propose publicly to approve or recommend, a Parent Alternative TransactionParent.

Parent. Following the termination of the Merger Agreement, Parent may by written notice (the "REGISTRATION NOTICE") to the Company request the Company to register under the Securities Act all or any part of the Restricted Shares beneficially owned by Parent (the "REGISTRABLE SECURITIES") pursuant to a bona fide firm commitment underwritten public offering in which Parent and the underwriters shall effect as wide a distribution of such Registrable Securities as is reasonably practicable and shall use all reasonable efforts to prevent any person (including any group) and its affiliates from purchasing through such offering Restricted Shares representing more than 1% of the outstanding shares of common stock of the Company on a fully diluted basis (a "PERMITTED OFFERING"). The Registration Notice shall include a certificate executed by Parent and its proposed managing underwriter, which underwriter shall be an investment banking firm of nationally recognized standing (the "MANAGER"), stating that (i) they have a good faith intention to commence promptly a Permitted Offering and (ii) the Manager in good faith believes that, based on the then prevailing market conditions, it will be able to sell the Registrable Securities at a per share price equal to at least 80% of the then Fair Market Value of such shares. The Company (and/or any person designated by the Company) shall thereupon have the option, exercisable by written notice delivered to Parent within ten business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE") equal to the product of (i) the number of Registrable Securities and (ii) the then Fair Market Value of such shares. Any such purchase of Registrable Securities by the Company (or its designee) hereunder shall take place at a closing to be held at the principal executive offices of the Company or at the offices of its counsel at any reasonable date and time designated by the Company and/or such designee in such notice within 20 business days after delivery of such notice. Any payment for the shares to be purchased shall be made by delivery at the time of such closing of the Option Price in immediately available funds. If the Company does not elect to exercise its option pursuant to this Section 10(a) with respect to all Registrable Securities, it shall use all reasonable efforts to effect, as promptly as practicable, the registration under the Securities Act of the unpurchased Registrable Securities; PROVIDED, HOWEVER, that (i) Parent shall not, be entitled to no more than an aggregate of two effective registration statements hereunder and shall (ii) the Company will not authorize and will use its reasonable best efforts be required to file any such registration statement during any period of time (not to, permit any of the Parent Subsidiaries or their Representatives to, directly or indirectly, to exceed 90 days after such request) when (A) solicit, initiate or encourage, or knowingly take any other action to facilitate, the submission Company is in possession of any Acquisition Proposal with respect to Parent or (B) participate in or encourage any discussion or negotiations regarding, or furnish to any person any material non-public information which it reasonably believes would be detrimental to be disclosed at such time, and, in the opinion of counsel to the Company, such information would have to be disclosed if a registration statement were filed at that time; (B) the Company is required under the Securities Act to include audited financial statements for any period in which such registration statement is to be filed and such financial statements are not yet available for inclusion in such registration statement; or (C) the Company determines, in its reasonable judgment, that such registration would interfere with respect toany financing, acquisition or other material transaction involving the Company or any of its affiliates. The Company shall use reasonable efforts to cause any Registrable Securities registered pursuant to this Section 10(a) to be qualified for sale under the securities or Blue Sky law of such jurisdictions as Parent may reasonably request and shall continue such registration or qualification in effect in such jurisdiction; PROVIDED, HOWEVER, that the Company shall not be required to qualify to do business in, or take any other action consent to facilitate any inquiries or the making ofgeneral service of process in, any proposal jurisdiction by reason of this provision. The registration rights set forth in this Section 10(a) are subject to the condition that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal Parent shall provide the Company with such information with respect to Parent; providedsuch holder's Registrable Securities, howeverthe plans for the distribution thereof, thatand such other information with respect to such holder as, prior in the reasonable judgment of counsel for the Company, is necessary to obtaining approval enable the Company to include in such registration statement all material facts required to be disclosed with respect to a registration thereunder. A registration effected under this Section 10(a) shall be effected at the Company's expense, except for underwriting discounts and adoption of the Amended Parent Certificate of Incorporation commissions and the approval fees and the expenses of counsel to Parent, and the issuance Company shall provide to the underwriters such documentation (including certificates, opinions of Parent Common Stock counsel and "comfort" letters from auditors) as are customary in connection with the Merger from the stockholders of Parentunderwritten public offerings as such underwriters may reasonably require. In connection with any such registration, the foregoing parties agree (i) to indemnify each other and the underwriters in the customary manner, (ii) to enter into an underwriting agreement in form and substance customary for transactions of such type with the Manager and the other underwriters participating in such offering, and (iii) to take all further actions which shall not prohibit Parentbe reasonably necessary to effect such registration and sale (including, if the Parent Subsidiaries or their Representative from furnishing information toManager deems it necessary, or entering into discussions or negotiations with, any person that makes an Acquisition Proposal with respect participating in road-show presentations). The Company shall be entitled to Parent that was not solicited by Parent include (at its expense) additional shares of its common stock in breach of a registration effected pursuant to this Section 5.6(b10(a) or that did not otherwise result from a breach of this Section 5.6(b), if, only if and to the extent that, (x) the Board of Directors of Parent, after consultation with and having considered Manager determines that such inclusion will not adversely affect the advice of outside legal counsel, determines in good faith that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, (y) prior to furnishing any such information to such person, Parent receives from such person an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person (provided that if Parent enters into such a confidentiality agreement with respect to such Acquisition Proposal that contains provisions that are less protective in any material respects to Parent than the provisions of the Confidentiality Agreement, Parent agrees to amend the Confidentiality Agreement so as to provide the Company the benefit prospects for success of such less protective provisions), and (z) the Board of Directors of Parent determines in good faith, after having considered the advice from its independent financial advisor, that such Acquisition Proposal is or is reasonably likely to result in a Superior Proposal. Unless the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that taking such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, Parent shall (i) provide prompt (but in no event less than twenty-four hours after receipt of any Acquisition Proposal with respect to Parent) written notice to the Company of the receipt of any such Acquisition Proposal, indicating in connection with such notice the material terms and conditions of such Acquisition Proposal, the identity of such person making any such Acquisition Proposal and Parent's current intention with respect to furnishing information to, or entering into discussions or negotiations with, such person and (ii) promptly keep the Company informed of the status and material terms of any such Acquisition Proposal. All information provided by Parent to the Company under this Section 5.6(b)(i) shall be kept confidential by the Company in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing or anything in this Agreement or the Confidentiality Agreement to the contrary, the Company (and each Representative of the Company) may disclose to any and all persons, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of an Acquisition Proposal with respect to Parent beginning on the earliest of (i) the date of the public announcement of discussions relating to such Acquisition Proposal, (ii) the date of public announcement of such Acquisition Proposal, or (iii) the date of the execution of an agreement (with or without conditions) to enter into such Acquisition Proposal, provided, however, that neither the Company nor any Representative of the Company may disclose any other information that is not relevant to understanding the Tax treatment and Tax structure of such Acquisition Proposal (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any federal or state securities laws. Parent shall cease and cause to be terminated immediately all existing discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal with respect to Parentoffering. (ii) The Board of Directors of Parent shall not, except as expressly permitted by this Agreement (including this Section 5.6(b)(ii)), (A) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Company, the recommendation of the Board of Directors of Parent to Parent's stockholders to approve the issuance of the Parent Common Stock in the Merger and approve and adopt the Amended Parent Certificate of Incorporation (a "Parent Change in Recommendation"), (B) approve or recommend, or propose publicly to approve or recommend, any transaction involving an Acquisition Proposal with respect Parent from a third party (a "Parent Alternative Transaction"), or (C) cause Parent to enter into any Acquisition Agreement related to any Parent Alternative Transaction. Notwithstanding the foregoing, if prior to the approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger by Parent's stockholders, the Board of Directors of Parent determines in good faith, after it has received a Superior Proposal in compliance with Section 5.6(b)(i) and after consultation with and having considered the advice of outside legal counsel, that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, the Board of Directors of Parent may (subject to this and the following sentences in this Section 5.6(b)(ii)) (1) make a Parent Change in Recommendation, (2) approve or recommend, or propose publicly to approve or recommend, such Superior Proposal (either clause (1) or (2) above being a "Parent Subsequent Determination") and (3) authorize Parent to and cause Parent to enter into an Acquisition Agreement with respect to a Superior Proposal, but in each case only at a time that is after the fifth day (or the second day, in the case of a material amendment to a Superior Proposal) following the Company's receipt of written notice advising the Company that the Board of Directors of Parent is prepared to accept a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of Parent intends to make a Parent Subsequent Determination or authorize Parent to and cause Parent to enter into an Acquisition Agreement. During such five day period (or two day period in the case of a material amendment), Parent shall provide an opportunity for the Company to propose such adjustments to the terms and conditions of this Agreement as would enable the Board of Directors of Parent to proceed with its recommendation to Parent's stockholders without a Parent Subsequent Determination. (iii) Nothing contained in this Agreement shall prohibit Parent from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent, after consultation with outside legal counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Parent nor the Board of Directors of Parent shall, except as specifically permitted by Section 5.6(b)(ii), make a Parent Change in Recommendation or approve or recommend, or propose publicly to approve or recommend, a Parent Alternative Transaction.

Parent. (i) Parent shall notand Old ACG recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of the Company, such as operational policies, and shall not authorize pricing and will use its reasonable best efforts not tocost policies that are valuable, permit any special and unique assets of the Company. Parent Subsidiaries or their Representatives to, directly or indirectly, (A) solicit, initiate or encourage, or knowingly take any other action to facilitate, the submission of any Acquisition Proposal with respect to Parent or (B) participate in or encourage any discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal with respect to Parent; provided, however, and Old ACG agree that, prior to obtaining approval and adoption the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (i) to authorized representatives of the Amended Company; and (ii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.2, unless (x) such information becomes known to the public generally through no fault of Parent Certificate or Old ACG, (y) disclosure is required by law or the order of Incorporation any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Parent and Old ACG shall, if possible, give immediate prior written notice thereof to the Company and the approval of Stockholders and provide the issuance of Parent Common Stock Company and the Stockholders with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the Merger from defense of a lawsuit against the stockholders disclosing party. In the event of Parent, the foregoing shall not prohibit Parent, the Parent Subsidiaries a breach or their Representative from furnishing information to, or entering into discussions or negotiations with, any person that makes an Acquisition Proposal with respect to Parent that was not solicited threatened breach by Parent in breach or Old ACG of the provisions of this Section 5.6(b13.2, the Company and the Stockholders shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent and Old ACG from disclosing, in whole or that did in part, such confidential information. Nothing herein shall be construed as prohibiting the Company and the Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not otherwise result from a breach of this Section 5.6(b)consummated, ifParent and Old ACG (including their representatives, advisors and to the extent that, (x) the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel) shall within ten (10) business days after the Company's request, determines in good faith that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, (y) prior to furnishing any such information to such person, Parent receives from such person an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person (provided that if Parent enters into such a confidentiality agreement with respect to such Acquisition Proposal that contains provisions that are less protective in any material respects to Parent than the provisions deliver all copies of the Confidentiality Agreement, Parent agrees to amend the Confidentiality Agreement so as to provide the Company the benefit confidential information of such less protective provisions), and (z) the Board of Directors of Parent determines in good faith, after having considered the advice from its independent financial advisor, that such Acquisition Proposal is or is reasonably likely to result in a Superior Proposal. Unless the Board of Directors of Parent, after consultation with and having considered the advice of outside legal counsel, determines in good faith that taking such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, Parent shall (i) provide prompt (but in no event less than twenty-four hours after receipt of any Acquisition Proposal with respect to Parent) written notice to the Company of the receipt of any such Acquisition Proposal, indicating in connection with such notice the material terms and conditions of such Acquisition Proposal, the identity of such person making any such Acquisition Proposal and Parent's current intention with respect to furnishing information to, or entering into discussions or negotiations with, such person and (ii) promptly keep the Company informed of the status and material terms of any such Acquisition Proposal. All information provided by Parent to the Company under this Section 5.6(b)(i) shall be kept confidential by the Company in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing or anything their possession in this Agreement or the Confidentiality Agreement to the contraryany form whatsoever (including, the Company (and each Representative of the Company) may disclose to but not limited to, any and all personsreports, without limitation of any kind, the Tax treatment and any facts that may be relevant to the Tax structure of an Acquisition Proposal with respect to Parent beginning on the earliest of (i) the date of the public announcement of discussions relating to such Acquisition Proposal, (ii) the date of public announcement of such Acquisition Proposalmemoranda, or (iii) the date of the execution of an agreement (with or without conditions) to enter into such Acquisition Proposal, provided, however, that neither the Company nor any Representative of the Company may disclose any other information that is not relevant to understanding the Tax treatment and Tax structure of such Acquisition Proposal (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any federal or state securities laws. Parent shall cease and cause to be terminated immediately all existing discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal with respect to Parent. (ii) The Board of Directors of Parent shall not, except as expressly permitted by this Agreement (including this Section 5.6(b)(ii)), (A) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Company, the recommendation of the Board of Directors of Parent to Parent's stockholders to approve the issuance of the Parent Common Stock in the Merger and approve and adopt the Amended Parent Certificate of Incorporation (a "Parent Change in Recommendation"), (B) approve or recommend, or propose publicly to approve or recommend, any transaction involving an Acquisition Proposal with respect Parent from a third party (a "Parent Alternative Transaction"), or (C) cause Parent to enter into any Acquisition Agreement related to any Parent Alternative Transaction. Notwithstanding the foregoing, if prior to the approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger materials prepared by Parent's stockholders, the Board of Directors of Parent determines in good faithOld ACG or its representatives, after it has received a Superior Proposal in compliance with Section 5.6(b)(i) and after consultation with and having considered the advice of outside advisors or legal counsel, that failure to take such action could result in a reasonable probability that the Board of Directors of Parent would breach its fiduciary duties under applicable Delaware law, the Board of Directors of Parent may (subject to this and the following sentences in this Section 5.6(b)(iicounsel at their direction)) (1) make a Parent Change in Recommendation, (2) approve or recommend, or propose publicly to approve or recommend, such Superior Proposal (either clause (1) or (2) above being a "Parent Subsequent Determination") and (3) authorize Parent to and cause Parent to enter into an Acquisition Agreement with respect to a Superior Proposal, but in each case only at a time that is after the fifth day (or the second day, in the case of a material amendment to a Superior Proposal) following the Company's receipt of written notice advising the Company that the Board of Directors of Parent is prepared to accept a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of Parent intends to make a Parent Subsequent Determination or authorize Parent to and cause Parent to enter into an Acquisition Agreement. During such five day period (or two day period in the case of a material amendment), Parent shall provide an opportunity for the Company to propose such adjustments to the terms and conditions of this Agreement as would enable the Board of Directors of Parent to proceed with its recommendation to Parent's stockholders without a Parent Subsequent Determination. (iii) Nothing contained in this Agreement shall prohibit Parent from (A) taking and disclosing to its stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or (B) making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent, after consultation with outside legal counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Parent nor the Board of Directors of Parent shall, except as specifically permitted by Section 5.6(b)(ii), make a Parent Change in Recommendation or approve or recommend, or propose publicly to approve or recommend, a Parent Alternative Transaction.