Common use of Solicitation by the Company Clause in Contracts

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the Company Subsidiary not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and shall use its reasonable best efforts to cause such persons not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which constitutes or would be reasonably expected to lead to an Acquisition Proposal, (ii) participate in any negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or potential Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, (iv) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vi) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal, or (vii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)) above, a “Change of Recommendation”). The Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement8.1, the Company agrees that it shall not (and shall cause the not permit any Company Subsidiary not to), and that it shall not authorize cause its directors, officers, officers and employees and other Representatives not to, and that it shall direct and use its reasonable best efforts to cause such persons its other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing information) ), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its stockholders) which constitutes or would be reasonably expected to lead to an Acquisition a Company Competing Proposal, (ii) participate in any negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or potential Acquisition a Company Competing Proposal, (iii) engage in discussions with any Person with respect to any Company Competing Proposal, (iv) except as required by the duties of the members of the Company Board of Directors under applicable Law, waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or recommend, or propose publicly to approve or recommend, any Acquisition Company Competing Proposal, (ivvi) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (vvii) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten the earlier of (10x) five (5) business days of a tender or exchange offer or take-over bid relating to securities of the request of Parent Company having been commenced and (y) two (2) business days prior to the Company Special Meeting, fail to (1) publicly recommend against such tender or exchange offer or take-over bid, or (2) publicly reaffirm the Company Board Recommendation (if previously made by such time), (viii) after a tender or exchange offer relating to securities of the Company having been commenced, fail to send to the stockholders of the Company a Schedule 14D-9 disclosing the Company Board of Directors’ recommendation that the stockholders of the Company reject such tender or exchange offer in accordance with the timing requirements under the United States federal securities Laws, (ix) following the public disclosure or public announcement of a Company Competing Proposal, fail to reaffirm publicly the Company Board Recommendation within such ten the earlier of (10x) five (5) business day period upon days after such requestpublic disclosure or public announcement and (y) two (2) business days prior to the Company Special Meeting, (vix) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition ProposalCompany Competing Proposal (other than (x) an Acceptable Confidentiality Agreement in accordance with Section 5.3(b) or (y) in accordance with Section 8.1(i)), or (viixi) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and through (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)ix) above, a “Company Change of Recommendation”). The Company shallshall immediately cease, and cause its directors, officers and employees to cease, and shall direct and use its reasonable best efforts to cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives toto immediately cease, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Company Competing Proposal or potential Acquisition Company Competing Proposal. Promptly after the date hereof, the The Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of inform its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreementCompany’s obligations under this Section 5.3. For purposes of this Section 6.35.3, the term “Person” means any Person or “group,” as defined used in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3Subsidiaries.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement8.1, the Company agrees that it shall not (and shall cause the not permit any Company Subsidiary not to), and that it shall not authorize its directors, officers, employees direct and other Representatives to, and shall use its reasonable best efforts to cause such persons its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information) any inquiry, proposal or offerinquiry with respect to, or the making, making or submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its shareholders) which constitutes or would be reasonably expected to lead to an Acquisition to, a Company Competing Proposal, ; (ii) participate in any discussions or negotiations regardingregarding a Company Competing Proposal with, or furnish to any Person any nonpublic information relating in furtherance of a Company Competing Proposal to, any Person that has made or, to the Company’s knowledge, is considering making a Company Competing Proposal (except to notify such Person as to the existence of the provisions of this Section 5.3); or any Company Subsidiary in connection with an actual or potential Acquisition Proposal, (iii) approve or recommendwaive, or propose publicly to approve or recommend, any Acquisition Proposal, (iv) withdraw, change, amendterminate, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to release any Person (other than Parent, the Company Board RecommendationMerger Sub and their respective Affiliates) from any provision of or grant any permission, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against waiver or request under any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vi) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent “standstill” or similar agreement or document relating toobligation (provided that the Company shall not be required to take, or any other agreement or commitment providing forbe prohibited from taking, any Acquisition Proposal, action otherwise prohibited or (vii) resolve or agree to do any of the foregoing (any act described in clauses required under this subclause (iii), ) if the Company Board of Directors determines in good faith (iv), (vafter consultation with the Company’s outside legal advisors) and (vii) (that such action or inaction would be reasonably likely to be inconsistent with the extent related to the foregoing clauses (iii), (iv) and (v)) above, a “Change of Recommendation”directors’ fiduciary duties under applicable Law). The Company shall, and shall cause its the Company Subsidiaries and its and their respective directors, officers, employees and other Representatives to, immediately cease any and cause to be terminated all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) Person conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Company Competing Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any inquiry or proposal that may reasonably be expected to lead to a Company Competing Proposal, request the prompt return or destruction of its Representatives all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3.

Solicitation by the Company. (a) From and after the 30th day following the date of this Agreement until Agreement, neither the earlier Company nor any of its Subsidiaries nor any of the Acceptance Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1officers and directors of any of them shall, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (direct and shall cause the Company Subsidiary not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and shall use its reasonable best efforts to cause such persons its and its Subsidiaries' employees, agents and representatives, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries (the Company, its Subsidiaries and their respective officers, directors, employees, agents and representatives being the "Company Representatives") not to, directly or indirectly: , initiate, solicit or encourage any inquiries (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing informationfurnishing information or otherwise) any inquiry, proposal or offer, or the making, submission or announcement making of any inquiry, proposal or offer which constitutes with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or would be reasonably expected similar transaction involving it, or any purchase or sale of the consolidated assets (including, without limitation, stock of Subsidiaries) of it or any of its Subsidiaries, taken as a whole, having an aggregate value equal to lead 20% or more of its market capitalization, or any purchase or sale of, or tender or exchange offer for, 20% or more of its equity securities (any such proposal or offer being referred to as an "Acquisition Proposal"). Neither the Company nor any of its Subsidiaries nor any of their respective officers and directors shall, and the Company shall direct and use its reasonable best efforts to cause the Company Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to or in contemplation of an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal; provided, (ii) participate however, that nothing contained in any negotiations regarding, or furnish to any Person any nonpublic information relating to this Agreement shall prevent either the Company or its Board of Directors 39 48 from (A) taking any action, or causing the Company Subsidiary in connection Representatives to take any action, within the 30 days immediately following the date of this Agreement with an respect to any actual or potential Acquisition Proposal, including directly or indirectly initiating, soliciting, encouraging or facilitating (iiiincluding by furnishing information or otherwise) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, (iv) withdraw, change, amend, modify Proposal or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vi) enter entering into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal, or (vii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)) above, a “Change of Recommendation”). The Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore Person with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after ; (B) complying with Rule 14e-2 promulgated under the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating Exchange Act with regard to an Acquisition Proposal or a potential changing its recommendation; (C) engaging in any discussions or negotiations with or providing any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal promptly destroy by any such Person; or return (D) recommending such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company; provided further that the actions referred to in clause (C) shall be permissible only if and to the extent that the Board of Directors of the Company all non-public information relating to concludes in good faith (after consultation with its outside legal counsel and its financial advisor) that such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any is reasonably capable of its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3being completed, the term “Person” means any Person or “group,” as defined in Section 13(d) taking into account all legal, financial, regulatory and other aspects of the Exchange Actproposal, other thanincluding the Person making the proposal, with respect and would, if consummated, result in a transaction more favorable to the Company, Parent or 's shareholders than the transaction contemplated by this Agreement (any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an such more favorable Acquisition Proposal of the provisions of this Section 6.3being referred to as a "Superior Proposal").

Solicitation by the Company. (a) From and after the date of this Agreement hereof until the earlier of the Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it and the Company Board of Directors (including any committee thereof) shall not (not, and the Company shall cause the Company Subsidiary Company’s controlled affiliates not to), and that it shall not authorize or permit its directors, officers, employees and other their respective Representatives to, and shall use its reasonable best efforts to cause such persons not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing informationinformation or taking any other action) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which constitutes or would could reasonably be reasonably expected to lead to an Acquisition Proposal, (ii) participate in any negotiations regarding, or furnish to any Person person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or potential Acquisition Proposal, (iii) approve adopt, approve, endorse or recommend, or publicly propose publicly to approve adopt, approve, endorse or recommend, any Acquisition Proposal, (iv) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days after the public disclosure of the request such Acquisition Proposal (or subsequently withdraw, change, amend, modify or qualify, in a manner adverse to Parent, such rejection of Parent such Acquisition Proposal) and reaffirm the Company Board Recommendation within such ten (10) business day period upon (or, with respect to any material amendments, revisions or changes to the terms of any such requestpreviously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) business days prior to the then-scheduled expiration of the Offer, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) business day period being replaced with three (3) business days), (vi) fail to include the Company Board Recommendation in the Schedule 14D-9, (vii) approve, or authorize, or cause or permit the Company or any Company Subsidiary to enter into into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal, Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.3) (a “Company Acquisition Agreement”) or (viiviii) resolve commit or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and ), (vi), (vii) and/or (viii) (to the extent related to the foregoing clauses (iii), (iv) and ), (v), (vi) aboveor (vii)), a “Change of Recommendation”); provided, however, nothing contained in this Section 6.3 shall be deemed to prohibit the Company or its Representatives from stating to any Person that the Company is not currently permitted to participate in discussions with respect to an Acquisition Proposal). The Company and the Company Board of Directors (including any committee thereof) shall, and the Company shall cause the Company’s controlled affiliates to, and shall cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives to, immediately cease any and all existing solicitation, encouragement, discussions or negotiations with any parties persons (or provision of any nonpublic information to any partiespersons) conducted heretofore with respect to any Acquisition Proposal inquiry, proposal or potential offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. Promptly after the date hereof (and in any event within two (2) business days following the date hereof), the Company shall (A) request in writing that each Person person (other than Parent) that has heretofore executed a confidentiality agreement relating to in connection with its consideration of an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public nonpublic information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of its Representatives to such Person or group person or any of its representatives Representatives in accordance with the terms of such confidentiality agreement and (B) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such person and its Representatives. The Company shall enforce, and not waive, terminate or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement; provided that, if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be a breach of the directors’ fiduciary duties under applicable Law, the Company may, with prior written notice to Parent, waive such standstill solely to the extent necessary to permit the applicable person (if the Company has not breached this Section 6.3) to make, on a confidential basis to the Company Board of Directors, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this Section 6.3. For purposes of this Section 6.3, the term “Personperson” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries Subsidiary or any of their Representatives. Notwithstanding For the avoidance of doubt, any violation of the restrictions set forth in this Section 6.3 by any of the Company’s controlled affiliates or any of their respective Representatives shall be a breach of this Section 6.3 by the Company. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has notices required to be made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of Parent pursuant to this Section 6.36.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the not permit any Company Subsidiary not to), and that it shall not authorize or knowingly permit its directors, officers, employees and other Representatives to, and shall use its reasonable best efforts to cause such persons not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which constitutes or would be reasonably expected to lead to an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with with, an actual or potential Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition ProposalProposal (other than the Company Board Recommendation), (iv) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vi) enter into any letter of intent, merger agreement, acquisition purchase agreement, reorganization agreement, letter of intent joint venture agreement or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with the terms of this Section 6.2), (v) take any action to make any Takeover Statute inapplicable to any Person or any Acquisition Proposal, other than Parent or any Parent Subsidiary, the Offer and the Merger, (vi) otherwise make any Change of Recommendation, or (vii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)) above, a “Change of Recommendation”). The Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representativesforegoing. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person to determine whether such inquiry or proposal constitutes or could reasonably be expected to lead to an Acquisition Proposal or a Superior Proposal and (B) inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.36.2. Subject to Section 6.2(b), the Company and its officers and directors shall, and the Company shall instruct the Company’s Representatives, the Company Subsidiaries and their Representatives to, immediately cease all discussions and negotiations with any Persons that may be ongoing with respect to an actual or potential Acquisition Proposal and promptly request each such Person to return or destroy all confidential information furnished to such Person on behalf of the Company in connection with any such actual or potential Acquisition Proposal.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement8.1, the Company agrees that it shall not (and shall cause the not permit any Company Subsidiary not to), and that it shall not authorize cause its directors, officers, officers and employees and other Representatives not to, and that it shall direct and use its reasonable best efforts to cause such persons its other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing information) ), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its stockholders) which constitutes or would be reasonably expected to lead to an Acquisition a Company Competing Proposal, (ii) participate in any negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or potential Acquisition a Company Competing Proposal, (iii) engage in discussions with any Person with respect to any Company Competing Proposal, (iv) except as required by the duties of the members of the Company Board of Directors under applicable Law, waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or recommend, or propose publicly to approve or recommend, any Acquisition Company Competing Proposal, (ivvi) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vivii) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition ProposalCompany Competing Proposal (other than (x) an Acceptable Confidentiality Agreement in accordance with Section 5.3(b) or (y) in accordance with Section 8.1(i)), or (viiviii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)vi) above, a “Company Change of Recommendation”). The Company shallshall immediately cease, and cause its directors, officers and employees to cease, and shall direct and use its reasonable best efforts to cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives toto immediately cease, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Company Competing Proposal or potential Acquisition Company Competing Proposal. Promptly after the date hereof, the The Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of inform its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreementCompany’s obligations under this Section 5.3. For purposes of this Section 6.35.3, the term “Person” means any Person or “group,” as defined used in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their RepresentativesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition a Company Competing Proposal of the provisions of this Section 6.35.3.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the not permit any Company Subsidiary not to), and that it shall not authorize cause its directors, officers, officers and employees and other Representatives not to, and that it shall direct and use its reasonable best efforts to cause such persons its other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing information) ), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its shareholders) which constitutes or would be reasonably expected to lead to an Acquisition a Company Competing Proposal, (ii) participate in any negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or potential Acquisition a Company Competing Proposal, (iii) engage in discussions with any Person with respect to any Company Competing Proposal, (iv) except as required by the duties of the members of the Company Board of Directors under applicable Law, waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or recommend, or propose publicly to approve or recommend, any Acquisition Company Competing Proposal, (ivvi) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vivii) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Company Competing Proposal, or (viiviii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)vi) above, a “Company Change of Recommendation”). The Company shallshall immediately cease, and cause its directors, officers and employees to cease, and shall direct and use its reasonable best efforts to cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives toto immediately cease, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Company Competing Proposal or potential Acquisition Company Competing Proposal. Promptly after the date hereof, the The Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of inform its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreementCompany’s obligations under this Section 5.3. For purposes of this Section 6.35.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their RepresentativesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely to determine whether such inquiry or proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal and (B) inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition a Company Competing Proposal of the provisions of this Section 6.35.3.

Solicitation by the Company. (a) From Except as expressly permitted by this Section 5.3, from and after the date of this Agreement hereof until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreementaccordance with Article VIII, the Company agrees that it shall not (not, and shall cause the Company Subsidiary Company’s Affiliates not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and shall direct and use its commercially reasonable best efforts to cause such persons its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing informationinformation or taking any other action) any inquiry, proposal or proposal, offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposal proposal, offer, request for information or offer expression of interest from any Person which constitutes or would may reasonably be reasonably expected to lead to result in, an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with or in response to an actual or potential Acquisition Proposal, (iii) approve adopt, approve, endorse or recommend, or publicly propose publicly to approve adopt, approve, endorse or recommend, recommend any Acquisition Proposal, (iv) withdraw, withdraw (or change, amend, modify or qualify, qualify in a manner adverse to Parent) or otherwise publicly propose publicly to withdraw, withdraw (or change, amend, modify or qualify, qualify in a manner adverse to Parent, ) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period upon such requestbeing replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or document relating to, or any other partnership agreement or commitment providing for, for any Acquisition Proposal, Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (viiix) resolve commit or agree to do any of the foregoing (any act the acts described in clauses (iii), (iv), (v) and ), (vi), (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv) and ), (v), (vi), (vii), (viii) aboveor (ix)), a “Change of Recommendation”). The Immediately following the execution of this Agreement, the Company shall, and shall cause its Subsidiaries the Company’s Affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective directors, officers, employees and other Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any parties Persons (or provision of any nonpublic non-public information to any partiesPersons) conducted heretofore with respect to any Acquisition Proposal inquiry, proposal, offer, request for non-public information or potential expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly after following the date hereofexecution of this Agreement, the Company shall request that each Person that has heretofore executed a confidentiality agreement terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by (ii) if the Company or any Board of its Representatives to such Person or group or any of its representatives Directors determines in accordance good faith after consultation with the terms of such confidentiality agreementCompany’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 6.35.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parent, the Company, Parent Company or any Parent Subsidiaries Company Subsidiary or any of their Representatives. Notwithstanding anything the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the contrary contained in receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this AgreementSection 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may in contact the Person or any event inform a Person that of its Representatives who has made or, such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the knowledge of the Companycontrary contained in this Agreement, is considering making an Acquisition Proposal of the provisions of any notices required to be made to Parent pursuant to this Section 6.35.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the Company Subsidiary Subsidiaries and its and their directors and officers not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and the Company shall use instruct its reasonable best efforts Representatives not to cause such persons not to, directly on behalf of the Company or indirectlyany Company Subsidiary: (i) solicit, solicit or initiate or knowingly facilitate or encourage or facilitate (including by way of providing furnishing any non-public information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which that constitutes or would be reasonably expected to lead to a Competing Proposal or engage in any discussions or negotiations with respect thereto (other than, solely in response to an Acquisition Proposalinquiry not solicited in breach of this Section 5.2, informing any Person making such an inquiry of the existence of the provisions contained in this Section 5.2) (provided, however, that the Company and its Representatives may make inquiries of a Person making a Competing Proposal (and its Representatives) to ascertain facts regarding, and clarify the terms of, such Competing Proposal for the purpose of the Company Board informing itself about such Competing Proposal and the Person making it); (ii) participate in provide any negotiations non-public information regarding, or furnish access to any Person any nonpublic information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any Person or “group” (as defined under Section 13(d) of the Exchange Act) in connection with an actual or potential Acquisition under circumstances that would reasonably be expected to lead to a Competing Proposal, except as permitted by Section 5.2(c) below; (iii) approve or publicly recommend, or propose publicly to approve or recommend, any Acquisition Competing Proposal, ; (iv) withdraw, change, amend, modify withdraw or qualify, change or otherwise propose publicly to withdraw, change, amend, modify or qualify, qualify in a manner adverse to Parent, the Company Board Recommendation, Recommendation or fail to include the Company Board Recommendation in the Proxy Statement when disseminated to the shareholders of the Company; (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation Recommendation, or publicly recommend against acceptance of, within five (5) Business Days after receipt of a written request by Parent following a Competing Proposal (or material modification thereto) becoming publicly known or the commencement of a tender or exchange offer (or material modification thereto) for any outstanding shares or other securities of the Company, or publicly recommend against acceptance of such ten (10) business day period upon such request, Competing Proposal; (vi) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent (whether binding or similar agreement or document relating tonon-binding), or any other agreement or commitment providing for, for any Acquisition Competing Proposal, except as permitted by Section 5.2(c) below; or (vii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), ) or (v) and (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)) above, a “Company Change of Recommendation”). Any violation of the restrictions contained in this Section 5.2(a) or Section 5.2(b) by any of the Company’s Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company shallshall not, and shall cause its Subsidiaries and its and their respective directorseach Company Subsidiary not to, officersenter into any Contract with any Person subsequent to the date of this Agreement that would restrict the Company’s ability to provide to Parent the information described in this ‎Section 5.2, employees and other Representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information than customary confidentiality agreements executed prior to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, neither the Company nor any of its Subsidiaries is currently party to any Contract that prohibits the Company from providing the information described in this ‎Section 5.2 to Parent. The Company (i) shall request that not, and shall cause each Person that has heretofore executed a Company Subsidiary not to, terminate, waive, amend or modify, or grant permission under, any standstill provision in any confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company which it or any of its Representatives to such Person Subsidiaries is or group or any of its representatives becomes a party (other than as occurs in accordance with the terms of any such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” standstill provision in effect as defined in Section 13(d) of the Exchange Actdate hereof), other thanand (ii) shall, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the and shall cause each Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made orSubsidiary, to use commercially reasonable efforts to enforce such standstill provisions if it becomes aware of any breach of any such standstill provision by the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3party subject thereto.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the Company Subsidiary Subsidiaries and its and their directors and officers not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and the Company shall use its reasonable best efforts to cause such persons its other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing nonpublic information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which (including any inquiry, proposal or offer to its stockholders) that constitutes or would be reasonably expected to lead to an Acquisition a Company Competing Proposal, (ii) participate or engage in any negotiations regarding, or furnish to any Person any nonpublic information relating to discussions regarding the Company or any Company Subsidiary in connection with an actual or potential Acquisition a Company Competing Proposal, (iii) in connection with or in response to any Company Competing Proposal, disclose or furnish any nonpublic information or data to any Person concerning the Company’s business or properties or afford any Person access to its properties, books, or records, (iv) except to the extent that the Company Board of Directors determines that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, waive, terminate, modify or release any Person (other than Parent, the Merger Subs and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or publicly recommend, or propose publicly to approve or recommend, any Acquisition Company Competing Proposal, (ivvi) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (vvii) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against execute or become bound by any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vi) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal, Company Competing Proposal or (viiviii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and or (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)vi) above, a “Company Change of Recommendation”). The Company shallshall immediately cease, and shall cause its the Company Subsidiaries and its and their respective directorsdirectors and officers to cease, officers, employees and shall use its reasonable best efforts to cause its other Representatives toto immediately cease, immediately cease any and all existing discussions or negotiations with any parties Person (or provision of any nonpublic information to any partiesPerson) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Company Competing Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.35.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their RepresentativesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition a Company Competing Proposal of the provisions of this Section 6.35.3. The Company shall use its reasonable best efforts to promptly inform its Representatives of the Company’s obligations under this Section 5.3. The Company acknowledges and agrees that, in the event that any Representative of the Company or any Company Subsidiary takes any action that if taken by the Company would be a breach of this Section 5.3, the taking of such action by such Representative shall be deemed to constitute a breach of this Agreement (including this Section 5.3) by the Company.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the not permit any Company Subsidiary not to), and that it shall not authorize or knowingly permit its directors, officers, employees and other Representatives to, and shall use its reasonable best efforts to cause such the foregoing persons not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which constitutes or would be reasonably expected to lead to an Acquisition Proposal, (ii) participate in any negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual Acquisition Proposal or a potential Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, (iv) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, or fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, (v) if an following the receipt of any Acquisition Proposal has been publicly disclosedProposal, fail to publicly recommend against any such Acquisition Proposal issue a press release stating that the Company Board Recommendation has not changed within ten (10) business days of any request by Parent (or, in the request of Parent and reaffirm event that the Company Board Recommendation within Offer shall be scheduled to expire earlier than such ten (10) business day period upon period, fail to issue such requestpress release at least two (2) business days prior to such scheduled expiration date), (vi) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal, other than an Acceptable Confidentiality Agreement entered into in accordance with the terms of this Section 6.3, (vii) take any action to make any Takeover Law inapplicable to any Person other than Parent or any Parent Subsidiaries, or (viiviii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and or (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)vi) above, a “Change of Recommendation”). The Company shallshall immediately cease, and shall cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives toto cease, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information information, documents and materials relating to such Acquisition Proposal or to the Company or its businesses businesses, operations or assets heretofore furnished by the Company or any of its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the Company Subsidiary Subsidiaries and its and their directors and officers not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and the Company shall use instruct its reasonable best efforts Representatives not to cause such persons not to, directly or indirectlyon behalf of the Company: (i) solicitsolicit or initiate a Competing Proposal or engage in any discussions or negotiations with respect thereto (other than informing any Person of the existence of the provisions contained in this Section 5.2) (provided, initiate or knowingly encourage or facilitate however, that the Company and its Representatives may make inquiries of a person making a Competing Proposal (including by way and its Representatives) to ascertain facts regarding, and clarify the terms of, such Competing Proposal for the purpose of providing information) any inquiry, proposal or offer, or the making, submission or announcement Company Board of any inquiry, proposal or offer which constitutes or would be reasonably expected to lead to an Acquisition ProposalDirectors informing itself about such Competing Proposal and the Person making it), (ii) participate in provide any negotiations non-public information regarding, or furnish access to any Person any nonpublic information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any person or “group” (as defined under Section 13(d) of the Exchange Act) in connection with an actual or potential Acquisition under circumstances that would reasonably be expected to lead to a Competing Proposal, except as permitted by Section 5.2(c) below, (iii) approve or publicly recommend, or propose publicly to approve or recommend, any Acquisition Competing Proposal, (iv) withdraw, change, amend, modify withdraw or qualify, change or otherwise propose publicly to withdraw, change, amend, modify or qualify, qualify in a manner adverse to Parent, the Company Board RecommendationRecommendation or fail to include the Company Board Recommendation in the Proxy Statement Table of Contents when disseminated to the stockholders of the Company, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal reaffirm the Company Board Recommendation within ten (10) business days after receipt of a written request by Parent following a Competing Proposal (or material modification thereto) becoming publicly known or the commencement of a tender or exchange offer (or material modification thereto) for any outstanding shares of capital stock of the request of Parent Company, provided that the Company and its Representatives shall have no obligation to reaffirm the Company Board Recommendation more than once with respect to any Competing Proposal, (vi) fail to publicly reaffirm the Company Board Recommendation within such ten (10) business day period upon such requestdays after any change of directors constituting at least a majority of the Company Board of Directors, (vi) enter vii),enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, for any Acquisition Proposal, Competing Proposal or (vii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and or (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)vi) above, a “Company Change of Recommendation”). The Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) Any violation of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary restrictions contained in this Agreement, the Company and the Company Subsidiaries and Section 5.2(a) by any of the Company’s Representatives may in any event inform shall be deemed to be a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions breach of this Section 6.35.2(a) by the Company.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1‎8.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the Company Subsidiary Subsidiaries and its and their directors and officers not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and the Company shall use instruct its reasonable best efforts and their Representatives to cause such persons not to, directly or indirectlyto on behalf of the Company: (i) solicit, solicit or initiate or knowingly facilitate or encourage or facilitate (including by way of providing information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which that constitutes or would be reasonably expected to lead to a Competing Proposal or engage in any discussions or negotiations with respect thereto (other than, solely in response to an Acquisition inquiry not solicited in breach of this Section 5.2, solely informing the Person making such inquiry of the existence of the provisions contained in this Section ‎5.2; provided, however, that the Company and its Representatives may communicate in writing with a Person making a Competing Proposal (and its Representatives) solely to clarify (and not negotiate) the material terms of such Competing Proposal for the purpose of the Company Board of Directors informing itself about the terms of such Competing Proposal, ); (ii) participate in provide any negotiations information regarding, cooperate with, or furnish provide access to any Person any nonpublic information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any Person or “group” (as defined under Section 13(d) of the Exchange Act) in connection with an actual or potential Acquisition under circumstances that would reasonably be expected to lead to a Competing Proposal, except as permitted by Section ‎5.2(c) below; (iii) approve endorse, or publicly recommend, or propose publicly to approve approve, endorse or recommend, any Acquisition Competing Proposal, ; (iv) withdraw, change, amend, modify withdraw or qualify, change or otherwise propose publicly to withdraw, change, amend, modify or qualify, qualify in a manner adverse to Parent, the Company Board Recommendation, Recommendation or fail to include the Company Board Recommendation in the Proxy Statement when disseminated to the Company Shareholders; (v) fail to publicly reaffirm the Company Board Recommendation within five (5) Business Days after receipt of a written request by Parent following a Competing Proposal (or modification to the financial terms thereof or modification of any other material term thereof) becoming publicly known, provided that the Company and its Representatives shall have no obligation to reaffirm the Company Board Recommendation more than once with respect to any Competing Proposal (with modification to the financial terms thereof or any other material term thereof constituting a new Competing Proposal); (vi) if an Acquisition a tender offer or exchange offer that constitutes a Competing Proposal has been publicly disclosedis commenced, fail to publicly recommend against any acceptance of such Acquisition Proposal tender offer or exchange offer by the Company Shareholders within ten (10) business days of Business Days after the request of Parent and reaffirm commencement thereof (or any modification to the Company Board Recommendation within such ten financial terms thereof or any other material terms thereof); (10) business day period upon such request, (vivii) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, reorganization option agreement, letter of intent or similar joint venture agreement, alliance agreement, partnership agreement or document other similar Contract or understanding relating to, to any Competing Proposal (whether binding or any other agreement or commitment providing for, any Acquisition Proposal, nonbinding); or (viiviii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and or (viivi), this clause (viii) (to the extent related to the foregoing clauses (iii), (iv) and ), (v) or (vi)) ), above, a “Company Change of Recommendation”). Any violation of the restrictions contained in this Section ‎5.2(a) or in ‎Section 5.2(b) by any of the Company’s Representatives shall be deemed to be a breach of this Section ‎5.2(a) or in Section 5.2(b), respectively, by the Company. The Company shallagrees that neither it, and shall cause nor its Subsidiaries and its and their respective directorsaffiliates, officers, employees and other Representatives to, immediately cease will enter into any and all existing discussions or negotiations agreement with any parties (or provision of any nonpublic information Third Party subsequent to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by of this Agreement which would prohibit the Company or any of its Representatives affiliates from providing any information to such Person or group or any of its representatives Parent in accordance with the terms of such confidentiality agreement. For purposes of with, or otherwise complying with, this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3‎Section 5.2.

Solicitation by the Company. (a) From and after Notwithstanding any provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (Eastern time) on December 11, 2015 (the earlier of the Acceptance Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement“No-Shop Period Start Date”), the Company agrees that it and its Subsidiaries and their respective Representatives shall not (and shall cause have the Company Subsidiary not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and shall use its reasonable best efforts to cause such persons not right to, directly or indirectly: indirectly through another person, (i) solicit, initiate or knowingly initiate, encourage or facilitate or assist or cooperate with respect to, any Acquisition Proposal from any person that is not an Affiliate of the Company or the making thereof and (including by way of providing informationii) enter into, continue or otherwise participate in any inquiry, proposal discussions or offernegotiations with, or furnish any information or data in connection with, any Acquisition Proposal to any person that is not an Affiliate of the Company pursuant to a customary confidentiality agreement on terms, that taken as a whole, are not materially more favorable to such person than the provisions of the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain a standstill provision or otherwise prohibit the making, submission or announcement amendment, of any inquiryan Acquisition Proposal) and which does not prohibit the Company from complying with its obligations under this Agreement (an “Acceptable Confidentiality Agreement”), proposal provided, that all such information and data has previously been provided to Parent or offer is provided to Parent prior to or substantially concurrent with the time it is provided to such person. No later than 24 hours after the No-Shop Period Start Date, the Company shall notify Parent in writing of the identity of each person from whom the Company has received an Acquisition Proposal prior to the No-Shop Period Start Date that has not been withdrawn and for which the Board of Directors of the Company determines in good faith (after consultation with its outside legal advisors and a financial advisor of nationally recognized reputation) constitutes or would reasonably be reasonably expected to lead to an Acquisition Proposal, a Superior Proposal and provide to Parent (iix) participate in any negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or potential Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, (iv) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against copy of any such Acquisition Proposal within ten (10) business days of the request of Parent made in writing and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vi) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement written terms or commitment providing for, any Acquisition Proposal, or proposals provided (viiincluding financing commitments) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)) above, a “Change of Recommendation”). The Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of its Representatives to such Person or group or any Subsidiaries and (y) a written summary of its representatives in accordance with the material terms of any such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3not made in writing (including any material terms proposed orally or supplementally).

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the not permit any Company Subsidiary not to), and that it shall not authorize cause its directors, officers, officers and employees and other Representatives not to, and that it shall use its reasonable best efforts to cause such persons its other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing information) ), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its stockholders) which constitutes or would be reasonably expected to lead to an Acquisition a Company Competing Proposal, (ii) participate in any negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or potential Acquisition a Company Competing Proposal, (iii) engage in discussions with any Person with respect to any Company Competing Proposal, (iv) except as required by the duties of the members of the Company Board of Directors under applicable Law, waive, terminate, modify or release any Person (other than Parent, US Holdco, the Merger Subs and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or recommend, or propose publicly to approve or recommend, any Acquisition Company Competing Proposal, (ivvi) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vivii) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Company Competing Proposal, or (viiviii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)vi) above, a “Company Change of Recommendation”). The Company shallshall immediately cease, and cause its directors, officers and employees to cease, and shall use its reasonable best efforts to cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives toto immediately cease, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Company Competing Proposal or potential Acquisition Company Competing Proposal. Promptly after the date hereof, the The Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of inform its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreementCompany’s obligations under this Section 5.3. For purposes of this Section 6.35.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their RepresentativesSubsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely to determine whether such inquiry or proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal and (B) inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition a Company Competing Proposal of the provisions of this Section 6.35.3.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the not permit any Company Subsidiary not to), and that it shall not authorize or knowingly permit its directors, officers, employees and other Representatives to, and shall use its reasonable best efforts to cause such the foregoing persons not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which constitutes or would be reasonably expected to lead to an Acquisition Proposal, (ii) participate in any negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual Acquisition Proposal or a potential Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, (iv) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, or fail to Table of Contents include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, (v) if an following the receipt of any Acquisition Proposal has been publicly disclosedProposal, fail to publicly recommend against any such Acquisition Proposal issue a press release stating that the Company Board Recommendation has not changed within ten (10) business days of any request by Parent (or, in the request of Parent and reaffirm event that the Company Board Recommendation within Offer shall be scheduled to expire earlier than such ten (10) business day period upon period, fail to issue such requestpress release at least two (2) business days prior to such scheduled expiration date), (vi) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal, other than an Acceptable Confidentiality Agreement entered into in accordance with the terms of this Section 6.3, (vii) take any action to make any Takeover Law inapplicable to any Person other than Parent or any Parent Subsidiaries, or (viiviii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and or (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)vi) above, a “Change of Recommendation”). The Company shallshall immediately cease, and shall cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives toto cease, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information information, documents and materials relating to such Acquisition Proposal or to the Company or its businesses businesses, operations or assets heretofore furnished by the Company or any of its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the Company Subsidiary Subsidiaries and its and their directors and officers not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and the Company shall use instruct its reasonable best efforts and their Representatives to cause such persons not to, directly or indirectlyto on behalf of the Company: (i) solicit, solicit or initiate or knowingly facilitate or encourage or facilitate (including by way of providing information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which that constitutes or would be reasonably expected to lead to a Competing Proposal or engage in any discussions or negotiations with respect thereto (other than, solely in response to an Acquisition inquiry not solicited in breach of this Section 5.2, solely informing the Person making such inquiry of the existence of the provisions contained in this Section 5.2; provided, however, that the Company and its Representatives may communicate in writing with a Person making a Competing Proposal (and its Representatives) solely to clarify (and not negotiate) the material terms of such Competing Proposal for the purpose of the Company Board of Directors informing itself about the terms of such Competing Proposal, ); (ii) participate in provide any negotiations information regarding, cooperate with, or furnish provide access to any Person any nonpublic information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any Person or “group” (as defined under Section 13(d) of the Exchange Act) in connection with an actual or potential Acquisition under circumstances that would reasonably be expected to lead to a Competing Proposal, except as permitted by Section 5.2(c) below; (iii) approve endorse, or publicly recommend, or propose publicly to approve approve, endorse or recommend, any Acquisition Competing Proposal, ; (iv) withdraw, change, amend, modify withdraw or qualify, change or otherwise propose publicly to withdraw, change, amend, modify or qualify, qualify in a manner adverse to Parent, the Company Board Recommendation, Recommendation or fail to include the Company Board Recommendation in the Proxy Statement when disseminated to the Company Shareholders; (v) fail to publicly reaffirm the Company Board Recommendation within five (5) Business Days after receipt of a written request by Parent following a Competing Proposal (or modification to the financial terms thereof or modification of any other material term thereof) becoming publicly known, provided that the Company and its Representatives shall have no obligation to reaffirm the Company Board Recommendation more than once with respect to any Competing Proposal (with modification to the financial terms thereof or any other material term thereof constituting a new Competing Proposal); (vi) if an Acquisition a tender offer or exchange offer that constitutes a Competing Proposal has been publicly disclosedis commenced, fail to publicly recommend against any acceptance of such Acquisition Proposal tender offer or exchange offer by the Company Shareholders within ten (10) business days of Business Days after the request of Parent and reaffirm commencement thereof (or any modification to the Company Board Recommendation within such ten financial terms thereof or any other material terms thereof); (10) business day period upon such request, (vivii) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, reorganization option agreement, letter of intent or similar joint venture agreement, alliance agreement, partnership agreement or document other similar Contract or understanding relating to, to any Competing Proposal (whether binding or any other agreement or commitment providing for, any Acquisition Proposal, nonbinding); or (viiviii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and or (viivi), this clause (viii) (to the extent related to the foregoing clauses (iii), (iv) and ), (v) or (vi)) ), above, a “Company Change of Recommendation”). Any violation of the restrictions contained in this Section 5.2(a) or in Section 5.2(b) by any of the Company’s Representatives shall be deemed to be a breach of this Section 5.2(a) or in Section 5.2(b), respectively, by the Company. The Company shallagrees that neither it, and shall cause nor its Subsidiaries and its and their respective directorsaffiliates, officers, employees and other Representatives to, immediately cease will enter into any and all existing discussions or negotiations agreement with any parties (or provision of any nonpublic information Third Party subsequent to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by of this Agreement which would prohibit the Company or any of its Representatives affiliates from providing any information to such Person or group or any of its representatives Parent in accordance with the terms of such confidentiality agreement. For purposes of with, or otherwise complying with, this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.35.2.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.18.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the Company Subsidiary Subsidiaries and its and their directors and officers not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and the Company shall use instruct its reasonable best efforts Representatives not to cause such persons not to, directly or indirectlyon behalf of the Company: (i) solicitsolicit or initiate a Competing Proposal or engage in any discussions or negotiations with respect thereto (other than informing any Person of the existence of the provisions contained in this Section 5.2) (provided, initiate or knowingly encourage or facilitate however, that the Company and its Representatives may make inquiries of a person making a Competing Proposal (including by way and its Representatives) to ascertain facts regarding, and clarify the terms of, such Competing Proposal for the purpose of providing information) any inquiry, proposal or offer, or the making, submission or announcement Company Board of any inquiry, proposal or offer which constitutes or would be reasonably expected to lead to an Acquisition ProposalDirectors informing itself about such Competing Proposal and the Person making it), (ii) participate in provide any negotiations non-public information regarding, or furnish access to any Person any nonpublic information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any person or “group” (as defined under Section 13(d) of the Exchange Act) in connection with an actual or potential Acquisition under circumstances that would reasonably be expected to lead to a Competing Proposal, except as permitted by Section 5.2(c) below, (iii) approve or publicly recommend, or propose publicly to approve or recommend, any Acquisition Competing Proposal, (iv) withdraw, change, amend, modify withdraw or qualify, change or otherwise propose publicly to withdraw, change, amend, modify or qualify, qualify in a manner adverse to Parent, the Company Board RecommendationRecommendation or fail to include the Company Board Recommendation in the Proxy Statement 40 Table of Contents when disseminated to the stockholders of the Company, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal reaffirm the Company Board Recommendation within ten (10) business days after receipt of a written request by Parent following a Competing Proposal (or material modification thereto) becoming publicly known or the commencement of a tender or exchange offer (or material modification thereto) for any outstanding shares of capital stock of the request of Parent Company, provided that the Company and its Representatives shall have no obligation to reaffirm the Company Board Recommendation more than once with respect to any Competing Proposal, (vi) fail to publicly reaffirm the Company Board Recommendation within such ten (10) business day period upon such requestdays after any change of directors constituting at least a majority of the Company Board of Directors, (vi) enter vii),enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent or similar agreement or document relating to, or any other agreement or commitment providing for, for any Acquisition Proposal, Competing Proposal or (vii) resolve or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v) and or (vii) (to the extent related to the foregoing clauses (iii), (iv) and (v)vi) above, a “Company Change of Recommendation”). The Company shall, and shall cause its Subsidiaries and its and their respective directors, officers, employees and other Representatives to, immediately cease any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of its Representatives to such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) Any violation of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary restrictions contained in this Agreement, the Company and the Company Subsidiaries and Section 5.2(a) by any of the Company’s Representatives may in any event inform shall be deemed to be a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions breach of this Section 6.35.2(a) by the Company.

Solicitation by the Company. (a) From and after the date of this Agreement hereof until the earlier of the Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (not, and shall cause the Company Subsidiary Company’s controlled affiliates not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and shall use cause its reasonable best efforts to cause such persons and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing informationinformation or taking any other action) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which constitutes or would be reasonably expected to lead to an Acquisition Proposal, (ii) participate in any negotiations regarding, or furnish to any Person person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or potential Acquisition Proposal, (iii) approve adopt, approve, endorse or recommend, or publicly propose publicly to approve adopt, approve, endorse or recommend, any Acquisition Proposal, (iv) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days after the public disclosure of the request such Acquisition Proposal (or subsequently withdraw, change, amend, modify or qualify, in a manner adverse to Parent, such rejection of Parent such Acquisition Proposal) and reaffirm the Company Board Recommendation within such ten (10) business day period upon (or, with respect to any material amendments, revisions or changes to the terms of any such requestpreviously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) business days prior to the then-scheduled expiration of the Offer, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) business day period being replaced with three (3) business days), (vi) fail to include the Company Board Recommendation in the Schedule 14D-9, (vii) approve, or authorize, or cause or permit the Company or any Company Subsidiary to enter into into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement or document relating to, or any other agreement or commitment providing for, any Acquisition Proposal, Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.3) (a “Company Acquisition Agreement”) or (viiviii) resolve commit or agree to do any of the foregoing (any act described in clauses (iii), (iv), (v), (vi), (vii) and (viiviii) (to the extent related to the foregoing clauses (iii), (iv) and ), (v), (vi) aboveor (vii)), a “Change of Recommendation”). The Company shall, and shall cause its Subsidiaries the Company’s controlled affiliates to, and shall cause its and their respective directors, officers, employees and other Representatives to, immediately cease any and all existing solicitation, discussions or negotiations with any parties persons (or provision of any nonpublic information to any partiespersons) conducted heretofore with respect to any Acquisition Proposal inquiry, proposal or potential offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. Promptly after the date hereof (and in any event within two (2) business days following the date hereof), the Company shall (A) request in writing that each Person person that has heretofore executed a confidentiality agreement relating to in connection with its consideration of an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public nonpublic information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any of its Representatives to such Person or group person or any of its representatives Representatives in accordance with the terms of such confidentiality agreement and (B) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such person. The Company shall enforce, and not waive, terminate or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement; provided that, if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be a breach of the directors’ fiduciary duties under applicable Law, the Company may, with prior written notice to Parent, waive such standstill solely to the extent necessary to permit the applicable person (if it has not been solicited in violation of this Section 6.3) to make, on a confidential basis to the Company Board of Directors, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this Section 6.3. For purposes of this Section 6.3, the term “Personperson” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries Subsidiary or any of their Representatives. For the avoidance of doubt, any violation of the restrictions set forth in this Section 6.3 by any of the Company’s controlled affiliates or any of their respective Representatives shall be a breach of this Section 6.3 by the Company. Notwithstanding anything the limitations set forth in Section 6.3(a), if the Company receives, prior to the contrary contained in Acceptance Time, a bona fide written Acquisition Proposal that did not result from a breach of this AgreementSection 6.3, the Company and the Company Subsidiaries and the Company’s Representatives may in contact the Person or any event inform a Person that of its Representatives who has made orsuch Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. For the avoidance of doubt, notwithstanding anything to the knowledge of the Companycontrary contained in this Agreement, is considering making an Acquisition Proposal of the provisions of any notices required to be made to Parent pursuant to this Section 6.36.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to in accordance with Section 9.18.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not (and shall cause the Company Subsidiary Subsidiaries and its and their directors and officers not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and the Company shall use instruct its reasonable best efforts and their Representatives to cause such persons not to, directly or indirectlyto on behalf of the Company: (i) solicit, solicit or initiate or knowingly assist, facilitate or encourage or facilitate (including by way of providing information) any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer which that constitutes or would be reasonably expected to lead to a Competing Proposal or engage in any discussions or negotiations with respect thereto (other than, solely in response to an Acquisition Proposalinquiry not solicited in breach of this Section 5.2, informing the Person making such inquiry of the existence of the provisions contained in this Section 5.2); (ii) participate in provide any negotiations information regarding, cooperate with or furnish provide access to any Person any nonpublic information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any Person or “group” (as defined under Section 13(d) of the Exchange Act) (other than Parent, Merger Sub or any designees of Parent or Merger Sub) in connection with an actual or potential Acquisition under circumstances that would reasonably be expected to lead to a Competing Proposal, except as permitted by Section 5.2(c) below; (iii) approve participate or engage in discussions or negotiations with any Person with respect to a Competing Proposal; (iv) approve, endorse, or publicly recommend, or propose publicly to approve approve, endorse or recommend, any Acquisition Competing Proposal, ; (ivv) withdraw, change, amend, modify withdraw or qualify, change or otherwise propose publicly to withdraw, change, amend, modify or qualify, qualify in a manner adverse to Parent, the Company Board Recommendation, Recommendation or fail to include the Company Board Recommendation in the Proxy Statement when disseminated to the Company Shareholders; (vvi) fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days after receipt of a written request by Parent following a Competing Proposal (or modification to the financial terms thereof or modification of any other material term thereof) becoming publicly known; provided that the Company and its Representatives shall have no obligation to reaffirm the Company Board Recommendation more than once with respect to any Competing Proposal (with modification to the financial terms thereof or any other material thereof constituting a new Competing Proposal); (vii) if an Acquisition a tender offer or exchange offer that constitutes a Competing Proposal has been publicly disclosedis commenced, fail to publicly recommend against any acceptance of such Acquisition Proposal tender offer or exchange offer by the Company Shareholders within ten (10) business days of Business Days after the request of Parent and reaffirm commencement thereof (or any modification to the Company Board Recommendation within such ten financial terms thereof or any other material terms thereof); (10) business day period upon such request, (viviii) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, reorganization option agreement, letter of intent or similar joint venture agreement, alliance agreement, partnership agreement or document other similar Contract or understanding relating to, to any Competing Proposal (whether binding or any other agreement or commitment providing for, any Acquisition Proposal, nonbinding); or (viiix) resolve or agree to do any of the foregoing (any act described in clauses (iii), iv)-(viii) or this clause (iv), (v) and (viiix) (to the extent related to the foregoing clauses (iiiiv)-(viii)), (iv) and (v)) above, a “Company Change of Recommendation”). Any violation of the restrictions contained in this Section 5.2 by any Company Subsidiary or any of the Company’s or any Company Subsidiary’s Representatives shall be deemed to be a breach of this Section 5.2 by the Company. The Company shallagrees that neither it, and shall cause nor its Subsidiaries and its and their respective directorsaffiliates, officers, employees and other Representatives to, immediately cease will enter into any and all existing discussions or negotiations agreement with any parties (or provision of any nonpublic information Third Party subsequent to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by of this Agreement which would prohibit the Company or any of its Representatives affiliates from providing any information to such Person Parent in accordance with, or group or otherwise complying with, this Section 5.2. Neither the Company nor any of its representatives Subsidiaries is currently party to any agreement that prohibits the Company from providing the information described in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect 5.2 to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3Parent.

Solicitation by the Company. (a) From and after the date of this Agreement until the earlier of the Acceptance Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, and except as otherwise specifically provided for in this Agreement8.1, the Company agrees that it shall not (and shall cause the not permit any Company Subsidiary not to), and that it shall not authorize its directors, officers, employees direct and other Representatives to, and shall use its reasonable best efforts to cause such persons its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information) any inquiry, proposal or offerinquiry with respect to, or the making, making or submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its stockholders) which constitutes or would be reasonably expected to lead to an Acquisition to, a Company Competing Proposal, (ii) participate in any discussions or negotiations regardingregarding a Company Competing Proposal with, or furnish to any Person any nonpublic information relating in furtherance of a Company Competing Proposal to, any Person that has made or, to the Company’s knowledge, is considering making a Company or any Company Subsidiary in connection with an actual or potential Acquisition ProposalCompeting Proposal (except to notify such Person as to the existence of the provisions of this Section 5.3), (iii) approve or recommendwaive, or propose publicly to approve or recommend, any Acquisition Proposal, (iv) withdraw, change, amendterminate, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to release any Person (other than Parent, the Company Board RecommendationMerger Sub and their respective Affiliates) from any provision of or grant any permission, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against waiver or request under any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period upon such request, (vi) enter into any merger agreement, acquisition agreement, reorganization agreement, letter of intent “standstill” or similar agreement or document relating toobligation (provided that the Company shall not be required to take, or any other agreement or commitment providing forbe prohibited from taking, any Acquisition Proposal, action otherwise prohibited or (vii) resolve or agree to do any of the foregoing (any act described in clauses required under this subclause (iii), ) if the Company Board of Directors determines in good faith (iv), (vafter consultation with the Company’s outside legal advisors) and (vii) (that such action or inaction would be reasonably likely to be inconsistent with the extent related to the foregoing clauses (iii), (iv) and (v)) above, a “Change of Recommendation”directors’ fiduciary duties under applicable Law). The Company shall, and shall cause its the Company Subsidiaries and its and their respective directors, officers, employees and other Representatives to, immediately cease any and cause to be terminated all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) Person conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Company Competing Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information relating to such Acquisition Proposal or to the Company or its businesses or assets heretofore furnished by the Company or any inquiry or proposal that may reasonably be expected to lead to a Company Competing Proposal, request the prompt return or destruction of its Representatives all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such Person or group or any of its representatives in accordance with the terms of such confidentiality agreement. For purposes of this Section 6.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent or any Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.3.