Common use of Restrictions on the Company Clause in Contracts

Restrictions on the Company. From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, (i) solicit or knowingly encourage submission of, any proposals or offers by any person, entity or group (other than Parent and its affiliates, agents and representatives), or (ii) participate in any discussions or negotiations with, or disclose any non-public information concerning the Company or any of its subsidiaries to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Parent and its affiliates, agents and representatives), in connection with any Acquisition Proposal with respect to the Company. The Company will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will (i) notify Parent as promptly as practicable if any inquiry or proposal is made or any information or access is requested in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) as promptly as practicable notify Parent of the significant terms and conditions of any such Acquisition Proposal. In addition, subject to the other provisions of this Section 5.3(b), from and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than Parent); provided, however, that nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act.

Restrictions on the Company. From (i) The Company and after the date its Subsidiaries will not, nor will they authorize or permit any officer, director, employee, consultant or contractor of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to its termsany investment banker, attorney, accountant or other advisor or representative of, the Company and or its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not Subsidiaries to, directly or indirectly, (iA) solicit solicit, initiate or knowingly encourage the submission of, of any proposals or offers by any person, entity or group Company Acquisition Proposal (other than Parent and its affiliates, agents and representatives), as hereinafter defined) or (iiB) participate in any discussions or negotiations withregarding, or disclose furnish to any non-public person any information concerning in respect of, or take any other action to facilitate, any Company Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal. Notwithstanding the foregoing, in the event that the Company or any receives an unsolicited Company Acquisition Proposal, prior to the adoption of its subsidiaries this Agreement by the Company Stockholder Approval, this Section 5.5(a) shall not prohibit the Company from furnishing nonpublic information regarding the Company to, or afford entering into discussions with, any access Person in response to a bona fide Company Acquisition Proposal that can reasonably be expected to lead to a Superior Proposal that is submitted to the propertiesCompany by such Person (and not withdrawn) if (1) neither the Company, books or records its Subsidiaries nor any representative of any of the Company or any of its subsidiaries to, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Parent and its affiliates, agents and representatives), in connection with any Acquisition Proposal with respect to the Company. The Company will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to Subsidiaries shall have violated any of the foregoing. The Company will restrictions set forth in this Section 5.5(a), (i2) notify Parent as promptly as practicable if any inquiry or proposal is made or any information or access is requested in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) as promptly as practicable notify Parent the board of directors of the significant terms and conditions Company concludes in good faith, after having taken into account the advice of any its outside legal counsel, that failure to take such Acquisition Proposal. In addition, subject to the other provisions of this Section 5.3(b), from and after the date of this Agreement until the earlier action would be inconsistent with fiduciary duties of the Effective Time and termination board of this Agreement pursuant to its terms, directors of the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than Parent); provided, however, that nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect stockholders, (3) at least two business days prior to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act.furnishing any such nonpublic information to, or entering into discussions with, such

Restrictions on the Company. From and after the date of this Agreement until the earlier of the Effective Time Date or termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, (i) solicit or knowingly encourage submission of, any proposals or offers by any person, entity or group (other than Parent and its affiliates, agents and representatives), or (ii) participate in any discussions or negotiations with, or disclose any non-public information concerning the Company or any of its subsidiaries to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Parent and its affiliates, agents and representatives), in connection with any Acquisition Proposal with respect to the Company. The Company will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will (i) notify Parent as promptly as practicable if any inquiry or proposal is made or any information or access is requested in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) as promptly as practicable notify Parent of the significant terms and conditions of any such Acquisition Proposal. In addition, subject to the other provisions of this Section 5.3(b), from and after the date of this Agreement until the earlier of the Effective Time Date and termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than Parent); provided, however, that nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act.

Restrictions on the Company. From (i) The Company and after the date its Subsidiaries will not, nor will they authorize or permit any officer, director, employee, consultant or contractor of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to its termsany investment banker, attorney, accountant or other advisor or representative of, the Company and or its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not Subsidiaries to, directly or indirectly, (iA) solicit solicit, initiate or knowingly encourage the submission of, of any proposals or offers by any person, entity or group Company Acquisition Proposal (other than Parent and its affiliates, agents and representatives), as hereinafter defined) or (iiB) participate in any discussions or negotiations withregarding, or disclose furnish to any non-public Person any information concerning in respect of, or take any other action to facilitate, any Company Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal. Notwithstanding the foregoing, in the event that the Company or any receives an unsolicited Company Acquisition Proposal, prior to the adoption of its subsidiaries this Agreement by the Company Stockholder Approval, this Section 5.5(a) shall not prohibit the Company from furnishing nonpublic information regarding the Company to, or afford entering into discussions with, any access Person in response to a bona fide Company Acquisition Proposal that can reasonably be expected to lead to a Superior Proposal that is submitted to the propertiesCompany by such Person (and not withdrawn) if (1) neither the Company, books or records its Subsidiaries nor any representative of any of the Company or its Subsidiaries shall have violated any of the restrictions set forth in this Section 5.5(a), (2) the board of directors of the Company concludes in good faith, after having taken into account the advice of its subsidiaries outside legal counsel, that failure to take such action would be inconsistent with fiduciary duties of the board of directors of the Company to the Company’s stockholders, (3) at least two business days prior to furnishing any such nonpublic information to, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Parent and its affiliates, agents and representatives), in connection with any Acquisition Proposal with respect to the Company. The Company will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will (i) notify Parent as promptly as practicable if any inquiry or proposal is made or any information or access is requested in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) as promptly as practicable notify Parent of the significant terms and conditions of any such Acquisition Proposal. In addition, subject to the other provisions of this Section 5.3(b), from and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than Parent); provided, however, that nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act.entering into

Restrictions on the Company. (i) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective its directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, (i) solicit or knowingly encourage submission of, any proposals or offers by any person, entity or group (other than Parent and its affiliates, agents and representatives), or (ii) participate in any discussions or negotiations with, or disclose any non-public information concerning the Company or any of its subsidiaries to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Parent and its affiliates, agents and representatives), in connection with any Acquisition Proposal with respect to the Company. The Company will immediately disclose to Parent and cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will (i) notify Parent as promptly as practicable if any inquiry or proposal is made or any information or access is requested in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) as promptly as practicable notify Parent of the significant terms and conditions of any such Acquisition Proposal. In addition, subject to the other provisions of this Section 5.3(b4.3(b), from and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective its directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than Parent). (ii) Notwithstanding any other provision of this Agreement, prior to the Effective Time, the Company may, to the extent the Board of Directors of the Company determines, in good faith, after consultation with outside legal counsel, that the Board's fiduciary duties under applicable law require it to do so, participate in discussions or negotiations with, and, subject to the requirements of paragraph (iii), below, furnish information to any person, entity or group after such person, entity or group has delivered to the Company, an unsolicited bona fide Acquisition Proposal which the Board of Directors of the Company in its good faith reasonable judgment determines, (i) would result in a transaction more favorable to the stockholders of the Company from a financial point of view than the Merger and (ii) after reasonable inquiry by the Company, that the party making such Acquisition Proposal is financially capable of consummating such Acquisition Proposal (a "COMPANY SUPERIOR PROPOSAL"). In addition, notwithstanding any other provision of this Agreement, in connection with a possible Acquisition Proposal, the Company may refer any third party to this Section 4.3 or make a copy of this Section 4.3 available to a third party. In the event the Company receives a Company Superior Proposal, nothing contained in this Agreement (but subject to the terms of this Section 4.3(b)) will prevent the Board of Directors of the Company from recommending such Company Superior Proposal to its stockholders, if the Board determines, in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under applicable law; in such case, the Board of Directors of the Company may withdraw, modify or refrain from making its recommendation set forth in Section 5.1(c), and, to the extent it does so, the Company may refrain from soliciting proxies and taking such other action necessary to secure the vote of its stockholders as may be required by Section 5.1(c); provided, however, that the Company shall not recommend to its stockholders a Company Superior Proposal for a period of not less than 48 hours after Parent's receipt of a copy of such Company Superior Proposal (or a description of the significant terms and conditions thereof, if such Company Superior Proposal is not in writing); and provided further, that nothing herein contained in this Section shall prohibit limit the Company's obligation to hold and convene the Company Stockholders Meeting (regardless of whether the recommendation of the Board of Directors from taking and disclosing of the Company shall have been withdrawn, modified or not yet made). (iii) Notwithstanding anything to the Company's stockholders a position with respect contrary in this paragraph (b), the Company will not provide any non-public information to a tender offer third party unless: (x) the Company provides such non-public information pursuant to Rules 14d-9 a nondisclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Non-Disclosure and 14e-2 promulgated under Confidentiality Agreement entered into by and among Parent and the Exchange ActCompany; and (y) such non-public information has been previously delivered to Parent.

Restrictions on the Company. From (i) The Company and after the date each of this Agreement until the earlier its Subsidiaries will not, nor will they authorize or permit any officer, director, employee, consultant or contractor of the Effective Time or termination of this Agreement pursuant to its termsany investment banker, attorney, accountant or other advisor or representative of, the Company and or any of its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not Subsidiaries to, directly or indirectly, (iA) solicit solicit, initiate or knowingly encourage the submission of, of any proposals or offers by any person, entity or group Company Acquisition Proposal (other than Parent and its affiliates, agents and representatives), as hereinafter defined) or (iiB) participate in any discussions or negotiations regarding, or furnish to any person any information in respect of, or take any other action to facilitate, any Company Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal. Notwithstanding the foregoing, in the event that the Company receives an unsolicited Company Acquisition Proposal, prior to the adoption of this Agreement by the Company Shareholder Approval, this Section 6.3(a) shall not prohibit the Company from furnishing nonpublic information regarding the Company to, or entering into discussions with, or disclose any non-public information concerning Person in response to a bona fide Company Acquisition Proposal that can reasonably be expected to lead to a Superior Proposal that is submitted to the Company or by such Person (and not withdrawn) if (1) neither the Company, any of its subsidiaries to, or afford Subsidiaries nor any access to the properties, books or records representative of any of the Company or its Subsidiaries shall have violated any of the restrictions set forth in this Section 6.3(a), (2) the board of directors of the Company concludes in good faith, after having taken into account the advice of its subsidiaries outside legal counsel, that failure to take such action would be inconsistent with fiduciary duties of the board of directors of the Company to the Company’s shareholders, (3) at least three business days prior to furnishing any such nonpublic information to, or otherwise assist or facilitateentering into discussions with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company’s intention to furnish nonpublic information to, or enter into any agreement or understanding discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of the Company, and (4) at least two business days prior to furnishing any personsuch nonpublic information to such Person, entity or group the Company furnishes such nonpublic information to Parent (other than Parent and its affiliates, agents and representatives), in connection with any Acquisition Proposal with respect to the Companyextent such nonpublic information has not been previously furnished by the Company to Parent). The Company will immediately cease any Immediately after the execution and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will (i) notify Parent as promptly as practicable if any inquiry or proposal is made or any information or access is requested in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) as promptly as practicable notify Parent of the significant terms and conditions of any such Acquisition Proposal. In addition, subject to the other provisions delivery of this Section 5.3(b), from and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to its termsAgreement, the Company and each of its subsidiaries will notSubsidiaries will, and will instruct use their respective directorscommercially reasonable efforts to cause their affiliates, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than Parent); provided, however, that nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act.and

Restrictions on the Company. (i) From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, (i) solicit or knowingly encourage submission of, any proposals or offers by any person, entity or group (other than Parent and its affiliates, agents and representatives), or (ii) participate in any discussions or negotiations with, or disclose any non-public information concerning the Company or any of its subsidiaries to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Parent and its affiliates, agents and representatives), in connection with any Acquisition Proposal with respect to the Company. The Company will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will (i) notify Parent as promptly as practicable if any inquiry or proposal is made or any information or access is requested in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) as promptly as practicable notify Parent of the significant terms and conditions of any such Acquisition Proposal. In addition, subject to the other provisions of this Section 5.3(b5.4(b), from and after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to its terms, the Company and its subsidiaries will not, and will instruct their respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than Parent); provided, however, that nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. (ii) Notwithstanding the provisions of paragraph (b)(i) above, prior to the Effective Time, the Company may, to the extent the Board of Directors of the Company determines, in good faith, after consultation with outside legal counsel, that the Board's fiduciary duties under applicable law require it to do so, participate in discussions or negotiations with, and, subject to the requirements of paragraph (b)(iii), below, furnish information to any person, entity or group after such person, entity or group has delivered to the Company in writing, an unsolicited bona fide Acquisition Proposal which the Board of Directors of the Company in its good faith reasonable judgment determines, after consultation with its independent financial advisors, would result in a transaction more favorable than the Merger to the stockholders of the Company (a "COMPANY SUPERIOR PROPOSAL"). In addition, notwithstanding the provisions of paragraph (b)(i) above, in connection with a possible Acquisition Proposal, the Company may refer any third party to this Section 5.4(b) or make a copy of this Section 5.4(b) available to a third party. In the event the Company receives a the Company Superior Proposal, nothing contained in this Agreement (but subject to the terms hereof) will prevent the Board of Directors of the Company from recommending such the Company Superior Proposal to its stockholders, if the Board determines, in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under applicable law; in such case, the Board of Directors of the Company may withdraw, modify or refrain from making its recommendation set forth in Section 5.1(b), and, to the extent it does so, the Company may refrain from soliciting proxies and taking such other action necessary to secure the vote of its stockholders as may be required by Section 5.2; provided, however, that the Company shall not recommend to its stockholders a the Company Superior Proposal for a period of not less than 48 hours after Parent's receipt of a copy of such the Company Superior Proposal (or a description of the significant terms and conditions thereof, if not in writing); and provided further, that nothing contained in this Section shall limit the Company's obligation to hold and convene the Company Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of the Company shall have been withdrawn, modified or not yet made). (iii) Notwithstanding anything to the contrary in paragraph (b), the Company will not provide any non-public information to a third party unless: (x) the Company provides such non-public information pursuant to a nondisclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement; and (y) such non-public information is the same information previously delivered to Parent.