Common use of Takeover Proposal Clause in Contracts

Takeover Proposal. Except as otherwise provided in this Section 5.04, the Company shall not, and shall direct or cause its respective Subsidiaries and its or its respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's “Representatives”) not to, directly or indirectly, solicit, initiate, or take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04); (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Except as expressly permitted by this Section 5.04, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall not, and shall cause its Subsidiaries and Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective Subsidiaries that was furnished by or on behalf of such party to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Company.

Takeover Proposal. Except as otherwise provided in this Section 5.04Neither the Company, on the Company shall notone hand, nor Parent, on the other hand, shall, and each shall direct or and cause its their respective Subsidiaries and its their or its their respective Subsidiaries' ’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's ’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: ): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC Parent or any of their respective its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC Parent or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04)Proposal; (ii) (A) except where the Company Board or Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would reasonably be expected to cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Except as expressly permitted by this Section 5.04, neither the Company Board shall not effect a Company Adverse Recommendation Change, nor shall the Parent Board effect a Parent Adverse Recommendation Change. The Company shall noton the one hand, and Parent, on the other hand, shall, and shall cause its their respective Subsidiaries and their and their Subsidiaries’ Representatives (if any) to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its commercially reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or Parent, as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Companyapplicable party.

Takeover Proposal. Except as otherwise provided in this Section 5.04, the The Company shall not, and shall direct or cause its respective Subsidiaries and its or and its respective Subsidiaries' ’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's ’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: 6.04(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC or any of their respective its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, make any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04)Proposal; (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an a “Company Acquisition Agreement”). Except as expressly permitted by this Section 5.046.04, the Company Board shall not effect a Company Adverse Recommendation Change. The From and after the date hereof, the Company shall notshall, and shall cause its Subsidiaries and their respective Representatives to to, (A) immediately cease immediately and cause to be terminated any and all existing activities, discussionssolicitations, discussions or negotiations, if any, negotiations with any third party Person (other than 38031572.13 the parties hereto) conducted prior to the date hereof heretofore with respect to any Takeover Proposal Proposal, (B) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and shall use its reasonable best efforts (C) enforce the provisions of any standstill agreement or similar agreement with respect to cause any such third party (or its agents or advisors) in possession class of non-public information in respect equity securities of the Company or Opco LLC or any of their respective its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its Subsidiaries that was or its businesses, operations or affairs heretofore furnished by or on behalf of such party to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party Company or any of its Subsidiaries, shall be deemed Representatives to be a breach such Person or any of this Section 5.04 by its Representatives in accordance with the Companyterms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representatives.

Takeover Proposal. Except as otherwise provided in this Section 5.04Neither the Company, on the Company shall notone hand, nor Parent, on the other hand, shall, and each shall direct or and cause its their respective Subsidiaries and its or its respective Subsidiaries' ’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's ’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: ): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04)Proposal; (ii) (A) except where the Company Board or Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Except as expressly permitted by this Section 5.04, neither the Company Board shall not effect a Company Adverse Recommendation Change, nor shall the Parent Board effect a Parent Adverse Recommendation Change. The Company shall noton the one hand, and Parent, on the other hand, shall, and shall cause its their respective Subsidiaries and their and their Subsidiaries’ Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or Parent, as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the CompanyCompany or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Companyapplicable party.

Takeover Proposal. Except as otherwise provided in (a) From the date of this Agreement until the earlier of the First Tranche Closing or the termination of this Agreement pursuant to Section 5.049.2, the Company shall and its subsidiaries will not, directly or indirectly through their officers, directors, employees, agents or otherwise, (i) solicit, initiate or encourage any Takeover Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries to, or afford access to the properties, books or records of the Company or any of its subsidiaries to, any person that has indicated to the Company that it may be considering making, or that has made, a Takeover Proposal or whose efforts to formulate a Takeover Proposal would knowingly or could reasonably be expected to be assisted thereby; provided, nothing herein -------- shall prohibit the Company's Board of Directors from taking and disclosing to the Company's shareholders a position with respect to an unsolicited tender or exchange offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Notwithstanding the immediately preceding sentence, if an unsolicited Takeover Proposal, or an unsolicited written expression of interest that the Company reasonably expects to lead to a Takeover Proposal, shall direct or cause be received by the Board of Directors of the Company, then, to the extent the Board of Directors of the Company believes in good faith (after consultation with its respective Subsidiaries financial advisor) (i) that such Takeover Proposal would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement and (ii) after reasonable inquiry by the Company, that the third party making such Takeover Proposal is financially capable of consummating such Takeover Proposal (any Takeover Proposal meeting such conditions being referred to in this Agreement as a "Superior Proposal") and the Board of Directors of the Company determines ----------------- in good faith after consultation with outside legal counsel that it is necessary for the Board of Directors of the Company to comply with its fiduciary duties to shareholders under applicable law, the Company and its or its respective Subsidiaries' officers, directors, officers, employees, investment bankers, financial advisors, attorneys, accountantsaccountants and other representatives retained by it may furnish in connection therewith information and take such other actions as are consistent with the fiduciary obligations of the Company's Board of Directors, consultantsand such actions shall not be considered a breach of this Section 9.1 or any other provisions of this Agreement, provided that (A) -------- upon each such determination the Company notifies the Landmark Parties of such determination by the Company's Board of Directors and provides the Landmark Parties with a true and complete copy of the Superior Proposal received from such third party, if the Superior Proposal is in writing, or other agents or advisors a written summary of all material terms and conditions thereof (with respect to any Person, including the foregoing Persons are referred to herein as such Person's “Representatives”) not to, directly or indirectly, solicit, initiate, or take any action to knowingly facilitate or knowingly encourage identity of the submission of any Takeover Proposal or person initiating the making of any proposal that could reasonably be expected to lead to any Takeover Superior Proposal, or, subject to Section 5.04(b), below: if it is not in writing, (iB) conduct the Company provides the Landmark Parties (simultaneously with the time that such documents are provided to such third party) with all documents containing or engage in any discussions or negotiations with, disclose any referring to non-public information relating to the Company or Opco LLC or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective Subsidiaries tothat are supplied to such third party, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for extent not previously supplied by the Company to refer the inquiring Person to this Section 5.04); Landmark Parties and (iiC) (A) amend or grant any waiver or release under any standstill or similar agreement with respect the Company provides such non-public information to any class of equity securities of such third party pursuant to a non-disclosure agreement at least as restrictive as to confidential information as the Confidentiality Agreement between the Company or Opco LLC or any and Landmark dated as of their respective SubsidiariesMarch 6, or 2001. (Bb) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Except as expressly permitted by this Section 5.04, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall not, and shall cause its Subsidiaries and Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or not permit any of their respective Subsidiaries that was furnished by or on behalf of such party to return or destroy its officers, directors, employees (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act acting on behalf of the applicable party Company) or other representatives to agree to or endorse any Takeover Proposal unless the Company shall have terminated this Agreement pursuant to Section 9.2 and paid the Landmark Parties all amounts payable to the Landmark Parties pursuant to Section 9.4. Notwithstanding anything in this Agreement to the contrary, the Company shall not accept or recommend to its shareholders, or enter into any agreement concerning, a Superior Proposal for a period of not less than 48 hours after the Landmark Parties' receipt of a true and complete copy of such Superior Proposal, if the Superior Proposal is in writing, or a written summary of all material terms and conditions thereof, if it is not in writing. The Company will immediately notify the Landmark Parties after receipt of any Takeover Proposal or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Company.notice

Takeover Proposal. Except as otherwise provided in permitted by this Section 5.045.03, during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement in accordance with its terms, the Company shall not, and shall direct or cause its respective Subsidiaries and the Company’s and its or its Subsidiaries’ respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's “Representatives”) Representatives not to, directly or indirectly, : (i) solicit, initiateinitiate or induce the making, submission or take any action to knowingly facilitate announcement of, or knowingly encourage the submission of or facilitate, any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal; (ii) continue, orconduct, subject to Section 5.04(b), below: (i) conduct or engage in any discussions or negotiations withwith any third party (other than solely informing a third party of the existence of the provisions contained in this Section 5.03), disclose any non-public information relating to the Company or Opco LLC or any of their respective its Subsidiaries toto any third party, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective its Subsidiaries toto any third party, in any such case where such action is intended to or knowingly could reasonably be expected to induce, assist, participate in, facilitate, or knowingly facilitate or encourage any effort by, any third party (or its potential sources of financing) that is contemplating or seeking to make, or has made, any Takeover Proposal Proposal; (other than iii) except where a failure to ascertain facts from do so would reasonably be expected to be inconsistent with the Person making such proposal or offer for the sole purpose fiduciary duties of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04); (ii) (A) Board, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective its Subsidiaries; (iv) approve, endorse or recommend any Takeover Proposal; (Bv) approve any transaction under, or any third party other than Parent and Merger Sub becoming an “interested stockholder” under, Section 203 of the DGCL; or (iiivi) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) contemplating or relating to any Takeover Proposal (each, an a “Company Acquisition Agreement”). Except as expressly permitted by this Section 5.04; or (vii) approve, authorize, agree, or publicly announce any intention to do any of the Company Board shall not effect a Company Adverse Recommendation Changeforegoing. The Company shall notshall, and shall cause direct its Subsidiaries and the Company’s and its Subsidiaries’ Representatives to immediately cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective its Subsidiaries that was furnished by or on behalf of such party the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Company.

Takeover Proposal. Except as otherwise provided in (a) Subject to the terms of this Section 5.045.2, from and after the date of this Agreement, the Company shall notshall, and shall direct or cause its respective Subsidiaries and its or its and their respective Subsidiaries' officers, directors, officers, employees, investment bankers, attorneys, accountants, consultants, consultants or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's ’s “Representatives”) not to, cease any discussions or negotiations with any third party Person or its Representatives that may then be ongoing with respect to a Takeover Proposal and shall (x) use its reasonable best efforts to have returned to the Company or destroyed any confidential information that has been provided in any such discussions or negotiations; (y) cease providing any further information with respect to the Company or any Takeover Proposal to any such Person or its Representatives; and (z) immediately terminate all access granted to any such Person or its Representatives to any physical or electronic data room (or any other due diligence access). From and after the date of this Agreement, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its or their Representatives to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or take any other action designed to knowingly facilitate or knowingly encourage the submission of facilitate, any Takeover Proposal inquiries or the making of any proposal that could which constitutes, or may reasonably be expected to lead to to, any Takeover Proposal, or, subject to Section 5.04(b), below: Proposal or (iii) conduct or engage participate in any discussions or negotiations withregarding any Takeover Proposal; provided, disclose any non-public information relating however, that if, following the receipt of a Superior Proposal (as hereinafter defined) or a proposal which is reasonably expected to lead to a Superior Proposal that in either case was made (and not withdrawn) after the date of this Agreement and prior to the Company or Opco LLC or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records receipt of the Shareholder Approval, in circumstances not involving a breach of this Agreement, the Company or Opco LLC or any Board determines in good faith, after considering applicable provisions of their respective Subsidiaries tostate Law and after consultation with outside counsel, or knowingly assistthat a failure to do so would be inconsistent with the fiduciary duties of directors under Pennsylvania Law, participate inthe Company may, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking in response to make, or has made, any such Takeover Proposal and subject to compliance with Section 5.2(b) and Section 5.2(c), (other than to ascertain facts A) request information from the Person making such proposal or offer Takeover Proposal for the sole purpose of the Company Board informing itself about such proposal or offer the Takeover Proposal that has been made and the Person that made it and for it, (B) furnish information with respect to the Company to refer the inquiring Person making such Takeover Proposal pursuant to this Section 5.04an Acceptable Confidentiality Agreement; provided, that (1) such Acceptable Confidentiality Agreement may not include any provision calling for an exclusive right to negotiate with the Company and (2) the Company advises Parent of all such nonpublic information delivered to such person concurrently with its delivery to the requesting party (provided, further, that substantially concurrently such delivery, the Company delivers or makes available to Parent such nonpublic information that was not previously made available to Parent); , and (iiC) (A) amend participate in negotiations with such party regarding such Takeover Proposal. It is agreed that any violation of the restrictions set forth in the preceding sentence by any officer, director, employee, investment banker, attorney or grant any waiver other advisor or release under any standstill or similar agreement with respect to any class of equity securities Representative of the Company or Opco LLC or any of their respective Subsidiariesits Subsidiaries shall be deemed to be a breach of this Section 5.2(a) by the Company. From and after the date of this Agreement, the Company agrees not to waive or fail to enforce any provision of any confidentiality or standstill agreement to which it is a party relating to a potential or actual Takeover Proposal (unless the Company Board determines in good faith, after considering applicable provisions of applicable Law and after consultation with outside counsel, that enforcing or not waiving such provision would otherwise prevent a Takeover Proposal from being made to the Company). (b) Except as expressly permitted in this Section 5.2(b), neither the Company Board nor any committee thereof shall (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the approval, determination of advisability or recommendation by the Company Board or such committee of this Agreement, the Merger or the other Transactions, (Bii) approve any transaction underapprove, determine to be advisable or recommend, or propose publicly to approve, determine to be advisable or recommend, any third party becoming an “interested stockholder” underTakeover Proposal, Section 203 of the DGCL; or (iii) cause the Company to enter into any letter of intent, agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, agreement or other Contract relating similar agreement (each, an “Acquisition Agreement”) related to any Takeover Proposal (other than an Acceptable Confidentiality Agreement). Notwithstanding the foregoing, in the event that the Company Board determines in good faith, in response to a Superior Proposal that was made after the date hereof and prior to the receipt of the Shareholder Approval in circumstances not involving a breach of this Agreement, after considering applicable provisions of applicable Law and after consultation with outside counsel, that the failure to do so would be inconsistent with the fiduciary duties of directors under Pennsylvania Law, the Company Board may (subject to compliance with this sentence and to compliance with Section 5.2(a) and Section 5.2(c)) (eachx) withdraw or modify its approval, determination of advisability, or recommendation of this Agreement, the Merger, and the other Transactions or (y) approve, determine to be advisable, or recommend a Superior Proposal, or (z) cause the Company to enter into an “Acquisition Agreement”; provided, however, that any actions described in clause (x). Except as expressly permitted by , (y) or (z) may be taken only (1) after the third (3rd) Business Day following Parent’s receipt of written notice from the Company advising Parent that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the person making such Superior Proposal and providing notice of the determination of the Company Board of what actions described in clause (x), (y) or (z) the Company Board has determined to take, (2) if the Company has negotiated in good faith with Parent during such notice period, to the extent Parent requests to negotiate, to enable Parent to propose revisions to the terms of this Section 5.04Agreement, (3) if, following the end of such notice period, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall nothave considered in good faith any written revisions to the terms of this Agreement proposed by Parent, and shall cause its Subsidiaries have determined in good faith (after consultation with an independent financial advisor and Representatives receiving the advice of outside counsel) that the Superior Proposal would nevertheless continue to cease immediately and cause constitute a Superior Proposal if the revisions proposed by Parent were to be terminated given effect, and (4) if in the event of any change to any of the financial terms (including the form, amount and all existing activitiestiming of payment of consideration) or any other material terms of such Superior Proposal, discussionsthe Company shall, or negotiationsin each case, if any, have delivered to Parent an additional notice consistent with any third party conducted prior that described in clause (1) above of this proviso and a new notice period under clause (1) of this proviso shall commence during which time the Company shall be required to comply with the date hereof requirements of this Section 5.2(b) anew with respect to such additional notice pursuant to clauses (1) through (4) above of this proviso. (c) In addition to the obligations of the Company set forth in Section 5.2(a) and Section 5.2(b), the Company shall promptly (and in any event within twenty-four hours) advise Parent orally and in writing of any request for confidential information in connection with a Takeover Proposal or of any Takeover Proposal, the material terms and conditions of such request or Takeover Proposal and the identity of the person making such request or Takeover Proposal and shall use keep Parent promptly advised of all significant developments which could reasonably be expected to culminate in the Company Board withdrawing, modifying or amending its reasonable best efforts to cause recommendation of this Agreement, the Merger and the other Transactions, or in exercising any such third party of its other rights under Section 5.2(a) or Section 5.2(b). (d) Nothing contained in this Section 5.2 or its agents or advisors) in possession of non-public information in respect of Section 6.6 shall prohibit the Company or Opco LLC the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or from making any of their respective Subsidiaries that was furnished by or on behalf of such party other disclosure to return or destroy (and confirm destruction of) all such information. Without limiting the foregoingCompany’s shareholders if, it is understood that any violation of or in the taking of actions Company Board’s determination in good faith after consultation with outside counsel, the failure so to disclose would be inconsistent with its obligations under applicable Law; provided, however, that neither the restrictions set forth Company nor the Company Board nor any committee thereof shall, except as in accordance with Section 5.2(b), withdraw or modify, or propose publicly to withdraw or modify, its approval, determination of advisability or recommendation of this Section 5.04 by any Representative of Agreement, the CompanyMerger and the other Transactions or approve, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, a breach of this Section 5.04 by the CompanyTakeover Proposal.

Takeover Proposal. Except as otherwise provided in this Section 5.04, the The Company shall not, and shall direct or and cause its respective Subsidiaries and the Company’s and its or its respective Subsidiaries' ’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's ’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC or any of their respective its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04)Proposal; (ii) except where the Company Board (Aacting upon the recommendation of the Special Committee) makes a good-faith determination, after consultation with its financial advisors, if any, and outside legal counsel, that the failure to do so would be inconsistent with the Company Board’s fiduciary duties to the Company or its shareholders under applicable Law, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCLits Subsidiaries ; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an a “Company Acquisition Agreement”). Except as expressly permitted by this Section 5.045.03, neither the Special Committee nor the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall notshall, and shall cause its Subsidiaries and the Company’s and its Subsidiaries’ Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective its Subsidiaries that was furnished by or on behalf of such party the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Company.

Takeover Proposal. Except as otherwise provided in this Section 5.04, the Company shall notshall, and each shall direct or cause its their respective Subsidiaries and its or its respective Subsidiaries' ’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's ’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: or (i) encourage, conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04)Proposal; (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Except as expressly permitted by this Section 5.04, the Company Board shall not effect a Company Adverse Recommendation Change(iii) agree to, approve or recommend an Takeover Proposal. The Company shall notshall, and shall cause its their respective Subsidiaries and their and their Subsidiaries’ Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or Parent, as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the CompanyCompany or its Subsidiaries, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Companyapplicable party.

Takeover Proposal. Except as otherwise provided in From and after the date of this Section 5.04Agreement, the Company agrees that (i) it and its officers, directors and employees shall, (ii) the Company Subsidiaries and their officers, directors, and employees shall, and (iii) it shall use its best efforts to ensure that its and the Company Subsidiaries' financial advisors, attorneys, accountants and other advisors, investment bankers, representatives and agents (collectively, "Company Representatives"), immediately cease and cause to be terminated immediately all existing activities, discussions and negotiations with any parties conducted heretofore with respect to, or that would reasonably be expected to lead to, any Takeover Proposal. From and after the date of this Agreement, the Company shall not, nor shall it permit any of the Company Subsidiaries to, and it shall direct or use its best efforts to cause its respective Subsidiaries and its or its respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, each of the foregoing Persons are referred to herein as such Person's “Representatives”) Company Representatives not to, directly or indirectly, (i) solicit, initiate, encourage or take facilitate (including by way of furnishing information) any action to knowingly facilitate inquiries or knowingly encourage the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, a Takeover Proposal Proposal, (ii) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal, (iii) participate in any discussions or negotiations regarding, or furnish or disclose to any person (other than a party to this Agreement) any information with respect to the Company, or otherwise cooperate in any way, in connection with any inquiries or the making of any proposal that could constitutes, or would reasonably be expected to lead to, any Takeover Proposal or (iv) grant any approval pursuant to Section 203(a)(1) or 203(a)(3) of the DGCL; provided, however, that, if at any time prior to the Stockholder Approval: (A) the Company receives an unsolicited Takeover Proposal from a third party (under circumstances in which the Company has complied with the foregoing provisions of this Section 5.2(a)); (B) the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that such Takeover Proposal constitutes or would reasonably be expected to lead to any a Superior Proposal; (C) the Board of Directors of the Company determines in good faith (after consultation with outside counsel) that failure to do so would be a breach of its fiduciary duties under applicable law; and (D) the Company gives Parent and Merger Sub two Business Days prior written notice of the identity of such third party, the terms and conditions of such Takeover Proposal and the Company's intention to furnish information to, or participate in discussions or negotiations with the person making such Takeover Proposal, orthen the Company may, subject to compliance with Section 5.04(b5.2(a), below: (i) conduct or engage in any discussions or negotiations with, disclose any non-public furnish information relating with respect to the Company or Opco LLC or any of their respective Subsidiaries to, afford access Entities to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any person making such Takeover Proposal (other and its representatives) pursuant to a confidentiality agreement which includes "standstill" provisions and which restricts such person no less than to ascertain facts from Parent is then restricted by the Person making Confidentiality Agreement (except for such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and changes specifically necessary in order for the Company to refer the inquiring Person be able to comply with its obligations under this Section 5.04Agreement); , provided that a copy of all such information that has not previously been delivered to Parent is delivered to Parent simultaneously with delivery to such person, and (ii) (A) amend participate in discussions or grant any waiver or release under any standstill or similar agreement negotiations with respect to any class of equity securities of the Company or Opco LLC or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any person making such Takeover Proposal (other than an Acceptable Confidentiality Agreementand its representatives) (each, an “Acquisition Agreement”). Except as expressly permitted by this Section 5.04, the Company Board shall not effect a Company Adverse Recommendation Changeregarding such Takeover Proposal. The Company shall not, and shall cause its agrees that it will promptly inform the Company Subsidiaries and the Company Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective Subsidiaries that was furnished by or on behalf of such party to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth obligations undertaken in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Company5.2(a).

Takeover Proposal. Except with respect to actions or omissions taken by or at the direction of Parent, Merger Sub or Parent Guarantor, including in Parent Guarantor’s capacity as otherwise provided in this Section 5.04a director or officer of the Company or any Subsidiary of the Company, the Company shall not, and shall direct or and cause its respective Subsidiaries and the Company’s and its or its respective Subsidiaries' ’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's ’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: 5.03(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC or any of their respective its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal Proposal; (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of ii) (A) except where the Company Board informing itself about such proposal or offer makes a good faith determination, after consultation with its financial advisors and the Person outside legal counsel, that made it and for the Company doing so could reasonably be expected to refer the inquiring Person to this Section 5.04); (ii) (A) result in a Superior Proposal, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholderacquiring person” under, Section 203 Chapter 23B.19 of the DGCLRCW; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”), other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”Agreement entered into in accordance with Section 5.03(b). Except as expressly permitted by this Section 5.04, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall notshall, and shall cause its Subsidiaries and the Company’s and its Subsidiaries’ Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective its Subsidiaries that was furnished by or on behalf of such party the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Company.

Takeover Proposal. Except as otherwise provided in permitted by this Section 5.046.03, during the period from the date of this Agreement until the Effective Time, the Company shall not, and shall direct or cause its respective Subsidiaries and direct the Company’s and its or its respective Subsidiaries' ’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's ’s “Representatives”) not to (and shall not authorize or knowingly permit any of its and their respective Representatives to), directly or indirectly, (i) solicit, endorse, encourage, initiate, or take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal; (ii) conduct, orengage, subject to Section 5.04(b)enter into, below: (i) conduct continue or engage otherwise participate in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC or any of their respective its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal Proposal; (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of iii) except where the Company Board informing itself about such proposal or offer makes a good faith determination, after consultation with its financial advisor and outside legal counsel, that the Person that made it and for the Company failure to refer the inquiring Person do so would reasonably be expected to this Section 5.04); (ii) be inconsistent with its fiduciary duties, (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iiiiv) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an a “Company Acquisition Agreement”). Except as expressly permitted by this Section 5.046.03, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall notshall, and shall cause its Subsidiaries and direct the Company’s and its Subsidiaries’ Representatives to (and shall not authorize or knowingly permit any of its and their respective Representatives to fail to) (x) cease immediately and cause to be terminated any and all existing activities, discussions, solicitations, initiations or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal Proposal, (y) promptly following the date hereof (and shall use its reasonable best efforts to cause in any event within three Business Days after the date of this Agreement) request in writing that any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective its Subsidiaries that was furnished by or on behalf of such party the Company and its Subsidiaries to promptly return or destroy (and confirm destruction of) all such information. Without limiting information and (z) within one Business Day after the foregoingdate of this Agreement, it is understood that terminate access to any violation of physical or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 electronic data room relating to a possible Takeover Proposal by any Representative of person described in the Company, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Companyforegoing clause (y).

Takeover Proposal. Except as otherwise provided in From and after the date of this Section 5.04Agreement, the Company agrees that (i) it and its officers, directors and employees shall, (ii) the Company Subsidiaries and their officers, directors, and employees shall, and (iii) it shall use its commercially reasonable efforts to ensure that its and the Company Subsidiaries' financial advisors, attorneys, accountants and other advisors, investment bankers, representatives and agents (collectively, "Company Representatives"), immediately cease and cause to be terminated immediately all existing discussions and negotiations with any parties conducted heretofore with respect to any Takeover Proposal. From and after the date of this Agreement, the Company shall not, and nor shall direct or cause its respective it permit any of the Company Subsidiaries and its or its respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's “Representatives”) not to, and it shall use its commercially reasonable efforts to cause each of the Company Representatives not to (i) directly or indirectly, solicit, initiate, or take any action to knowingly facilitate initiate or knowingly encourage the submission of a Takeover Proposal, (ii) enter into any agreement or agreement in principle with respect to any Takeover Proposal, (iii) participate in any discussions or negotiations regarding, or furnish or disclose to any Person (other than a party to this Agreement) any information with respect to, a Takeover Proposal, or (iv) other than as contemplated by this Agreement, grant any approval pursuant to Section 00-000-000 of the TBCA; provided, however, that, if at any time prior to Shareholder Approval: (A) the Company receives an unsolicited Takeover Proposal from a third party after the date hereof and (B) the Special Committee determines in good faith (after consultation with its financial advisors and legal counsel) that such Takeover Proposal constitutes or the making of any proposal that could reasonably be expected to lead to any Takeover a Superior Proposal, or; then the Company may, subject to compliance with this Section 5.04(b)5.2, below: (i) conduct or engage in any discussions or negotiations with, disclose any non-public furnish information relating and/or draft agreements with respect to the Company or Opco LLC or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer Takeover Proposal (and its representatives) pursuant to a confidentiality agreement which restricts such Person no less than Parent is then restricted by the Confidentiality Agreement (except for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and changes specifically necessary in order for the Company to refer be able to comply with its obligations under this Agreement), provided that a copy of all such information that has not previously been delivered to Parent is delivered to Parent prior to or concurrently with the inquiring Person delivery to this Section 5.04); such Person, and (ii) (A) amend participate in discussions or grant any waiver or release under any standstill or similar agreement negotiations with respect to any class of equity securities of the Company or Opco LLC or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Person making such Takeover Proposal (other than an Acceptable Confidentiality Agreementand its Representatives) (each, an “Acquisition Agreement”)regarding such Takeover Proposal. Except as expressly permitted by this Section 5.04, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall not, and shall cause its Subsidiaries and Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective Subsidiaries that was furnished by or on behalf of such party to return or destroy (and confirm destruction of) all such information. Without limiting Notwithstanding the foregoing, during the period from the date of this Agreement through the Effective Time, (i) neither the Company nor any of Company Subsidiary shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is understood that a party and (ii) the Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any violation such agreement, including, but not limited to, seeking to obtain injunctions to prevent any breaches of or such agreements and to enforce specifically the taking of actions inconsistent with the restrictions set forth terms and provisions thereof in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Companycourt having jurisdiction.

Takeover Proposal. Except as otherwise provided in this Section 5.04, the The Company shall not, and shall direct or and cause its respective Subsidiaries and the Company's and its or its respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's “"Representatives”") not to, directly or indirectly, solicit, initiate, or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: 6.04(b): (i) conduct conduct, continue to engage in or engage otherwise participate in any discussions or negotiations with, disclose furnish any non-public information relating to the Company or Opco LLC or any of their respective its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal Proposal; (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of ii) (A) except where the Company Board informing itself about such proposal or offer makes a good faith determination, after consultation with its financial advisor and outside legal counsel, that the Person that made it and for failure to do so would reasonably be expected to cause the Company Board’s actions or inactions with respect thereto to refer be inconsistent with its fiduciary duties to the inquiring Person to this Section 5.04); (ii) (A) Company’s stockholders under applicable law, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective its Subsidiaries, in which event the Company may take the actions described in this clause (ii)(A) solely to the extent necessary to permit a third party to make, on a confidential basis to the Company Board, a Takeover Proposal, conditioned upon such third party agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Takeover Proposal) in accordance with, and otherwise complying with, this Section 6.04 or (B) approve any transaction under, or any third party becoming an “"interested stockholder” " under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) or any proposal or offer that could reasonably be expected to lead to a Takeover Proposal (each, an “a "Company Acquisition Agreement”"). Except as expressly permitted by (and only in accordance with) this Section 5.046.04, neither the Company Board nor any committee thereof shall not effect a Company Adverse Recommendation Change. The Company shall notshall, and shall cause its Subsidiaries and the Company's and its Subsidiaries' Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal Proposal. As promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, the Company shall request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make a Takeover Proposal, and the Company shall, and shall use cause the Company’s Subsidiaries to, terminate access by any third Person who has made or would reasonably be expected to make a Takeover Proposal (other than Parent and its reasonable best efforts Representatives) to cause any such third party data room (virtual or its agents or advisorsactual) in possession of non-public containing any information in respect of the Company or Opco LLC or any of their respective Subsidiaries that was furnished by or on behalf of such party to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its ’s Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Company.

Takeover Proposal. Except as otherwise provided (a) From the date of this Agreement until the earlier of the First Tranche Closing or the termination of this Agreement pursuant to Section 9.2, the Company and its subsidiaries will not, directly or indirectly through their officers, directors, employees, agents or otherwise, (i) solicit, initiate or encourage any Takeover Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries to, or afford access to the properties, books or records of the Company or any of its subsidiaries to, any person that has indicated to the Company that it may be considering making, or that has made, a Takeover Proposal or whose efforts to formulate a Takeover Proposal would knowingly or could reasonably be expected to be assisted thereby; provided, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's shareholders a position with respect to an unsolicited tender or exchange offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Notwithstanding the immediately preceding sentence, if an unsolicited Takeover Proposal, or an unsolicited written expression of interest that the Company reasonably expects to lead to a Takeover Proposal, shall be received by the Board of Directors of the Company, then, to the extent the Board of Directors of the Company believes in good faith (after consultation with its financial advisor) (i) that such Takeover Proposal would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement and (ii) after reasonable inquiry by the Company, that the third party making such Takeover Proposal is financially capable of consummating such Takeover Proposal (any Takeover Proposal meeting such conditions being referred to in this Section 5.04Agreement as a "Superior Proposal") and the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that it is necessary for the Board of Directors of the Company to comply with its fiduciary duties to shareholders under applicable law, the Company and its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants and other representatives retained by it may furnish in connection therewith information and take such other actions as are consistent with the fiduciary obligations of the Company's Board of Directors, and such actions shall not be considered a breach of this Section 9.1 or any other provisions of this Agreement, provided that (A) upon each such determination the Company notifies the Landmark Parties of such determination by the Company's Board of Directors and provides the Landmark Parties with a true and complete copy of the Superior Proposal received from such third party, if the Superior Proposal is in writing, or a written summary of all material terms and conditions thereof (including the identity of the person initiating the Superior Proposal), if it is not in writing, (B) the Company provides the Landmark Parties (simultaneously with the time that such documents are provided to such third party) with all documents containing or referring to non-public information of the Company that are supplied to such third party, to the extent not previously supplied by the Company to the Landmark Parties and (C) the Company provides such non-public information to any such third party pursuant to a non-disclosure agreement at least as restrictive as to confidential information as the Confidentiality Agreement between the Company and Landmark dated as of March 6, 2001. (b) The Company shall not, and shall direct or cause not permit any of its respective Subsidiaries and its or its respective Subsidiaries' officers, directors, officersemployees (acting on behalf of the Company) or other representatives to agree to or endorse any Takeover Proposal unless the Company shall have terminated this Agreement pursuant to Section 9.2 and paid the Landmark Parties all amounts payable to the Landmark Parties pursuant to Section 9.4. Notwithstanding anything in this Agreement to the contrary, employees, investment bankers, attorneys, accountants, consultantsthe Company shall not accept or recommend to its shareholders, or other agents or advisors (with respect to enter into any Personagreement concerning, a Superior Proposal for a period of not less than 48 hours after the foregoing Persons are referred to herein as Landmark Parties' receipt of a true and complete copy of such Person's “Representatives”) not toSuperior Proposal, directly or indirectly, solicit, initiateif the Superior Proposal is in writing, or take any action to knowingly facilitate or knowingly encourage a written summary of all material terms and conditions thereof, if it is not in writing. The Company will immediately notify the submission Landmark Parties after receipt of any Takeover Proposal or the any notice that any person is considering making of a Takeover Proposal or any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: (i) conduct or engage in any discussions or negotiations with, disclose any request for non-public information relating to the Company or Opco LLC or any of their respective Subsidiaries to, afford its subsidiaries or for access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04); (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Except as expressly permitted by this Section 5.04, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall not, and shall cause its Subsidiaries and Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective Subsidiaries that was furnished by or on behalf of such party to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the Company.,

Takeover Proposal. Except as otherwise provided in this Section 5.04, the The Company shall not, and shall direct or and cause its respective Subsidiaries and the Company’s and its or its respective Subsidiaries' ’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's ’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: 3.8(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC or any of their respective its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04)Proposal; (ii) (A) except where the Company Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause the Company Board to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an a “Company Acquisition Agreement”). Except as expressly permitted by this Section 5.043.8, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall notshall, and shall cause its Subsidiaries and the Company’s and its Subsidiaries’ Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective its Subsidiaries that was furnished by or on behalf of such party the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 3.8 by any Representative of the CompanyCompany or its Subsidiaries, whether or not such Representative is purporting to act on behalf of the applicable party Company or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 3.8 by the Company.

Takeover Proposal. Except as otherwise provided in Subject to the terms of this Section 5.04, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of (x) the valid termination of this Agreement or (y) the Effective Time, neither the Company nor any of its Subsidiaries shall, and the Company shall notcause its and its Subsidiaries’ directors, officers and employees not to, and shall direct or and use reasonable best efforts to cause its respective Subsidiaries and its or its respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's “Representatives”) ’ Representatives not to, directly or indirectly, : (i) solicit, initiate, or take any action to propose, knowingly facilitate induce, knowingly facilitate, or knowingly encourage the submission of any Takeover Proposal or the making of any proposal inquiries, proposals or offers that constitute or could reasonably be expected to lead to any a Takeover Proposal, or, subject to Section 5.04(bProposal (including by way of furnishing non-public information), below: (iii) conduct enter into or engage participate in any discussions or negotiations withor respond to any inquiries with any third party for the purpose of facilitating, disclose inducing or encouraging any inquiry, proposal or offer with respect to, that constitutes or could reasonably be expected to lead to a Takeover Proposal, (iii) furnish to any Person (other than Parent, Merger Sub or their respective designees) any non-public information relating to the Company or Opco LLC or any of their respective its Subsidiaries to, or afford to any Person access to the business, properties, assets, books, records or records personnel, of the Company or Opco LLC or any of their respective Subsidiaries toits Subsidiaries, in any such case to induce the making, submission or knowingly assistannouncement or to encourage or facilitate any inquiry, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal that constitutes or offer and the Person that made it and for the Company could reasonably be expected to refer the inquiring Person lead to this Section 5.04); a Takeover Proposal, (iiiv) (A) amend approve, recommend, enter into or grant any waiver propose to approve, recommend or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any a Takeover Proposal (Proposal, other than an Acceptable Confidentiality Agreement) Agreement permitted by this Section 5.04 (each, an a “Company Acquisition Agreement”). Except as expressly permitted by , or (v) grant any waiver, amendment or release under any “Standstill” or confidentiality agreement or fail to enforce the terms of any such “standstill” or similar provision of any confidentiality (unless with respect to this Section 5.04, clause (v) the Company Board has determined in good faith, after consultation with outside legal counsel, that failure to take such action would be a violation of the directors’ fiduciary duties under applicable Law, and if such action is so taken, shall not effect provide a Company Adverse Recommendation Changeproportionate release, amendment or waiver under the standstill in the Confidentiality Agreement). The Company shall notand its Subsidiaries shall, and the Company shall cause the Company’s and its Subsidiaries and Subsidiaries’ Representatives to cease immediately and cause to be immediately terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal or any inquiry, proposal or offer which constitutes or could reasonably be expected to lead to, a Takeover Proposal, and shall use its reasonable best efforts to cause promptly request any such third party (or its agents agents, representatives or advisors, including financing sources) in possession of non-public information in respect of the Company or Opco LLC or any of their respective its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries in connection with such party third party’s consideration of a Takeover Proposal to return or destroy (and confirm destruction of) all such informationinformation and shall immediately shut off all access of any such third party (other than Parent, Merger Sub or their respective designees) to any electronic data room maintained by the Company or on its behalf. Without limiting Notwithstanding the foregoing, it is understood that at any violation of or time prior to obtaining the taking of actions inconsistent with Requisite Company Vote, if the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party Company or any of the Representatives of the Company or its Subsidiaries, shall be deemed to be Subsidiaries has received a bona fide written Takeover Proposal from any third party that did not result from a breach of this Section 5.04 by 5.04, the CompanyCompany and its Representatives may contact the third party making such Takeover Proposal to clarify any ambiguous terms and conditions of such Takeover Proposal (but not engage in negotiations or provide non-public information) solely to the extent necessary in order to determine if such Takeover Proposal constitutes or would reasonably be expected to result in a Superior Proposal or inform such Person of the existence of the provisions of this Section 5.04; provided, that, the Company otherwise complies with its obligations set forth in Section 5.04(c).

Takeover Proposal. Except as otherwise provided in During the term of this Section 5.04Agreement, the ----------------- Company shall not, and shall direct not authorize or cause permit any of its respective Subsidiaries and or any of its or its respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's “Representatives”) not torepresentatives, directly or indirectly, solicit, to solicit or initiate, or take furnish or disclose non-public information in furtherance of, any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving the Company, or the acquisition of the outstanding capital stock of the Company (other than upon exercise of options or warrants which are outstanding as of the date hereof) or any Subsidiary of the Company or the acquisition of any substantial portion of the assets of the Company and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (a "Takeover -------- Proposal"), or negotiate or otherwise engage in discussions with any person -------- (other than Parent, Sub or their respective directors, officers, employees, agents or representatives) with respect to any Takeover Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement, and will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for a Takeover Proposal; provided that, the Company may furnish information to, and negotiate or otherwise engage in discussions with but only to the extent required by the fiduciary duties of the Company directors under applicable law, any party (a "Company ------- Third Party") who (x) delivers a bona fide written proposal for a Takeover ----------- Proposal which was not solicited or initiated by the Company, directly or indirectly, after the date of this Agreement and (y) enters into an appropriate confidentiality agreement with the Company (which agreement shall be no less favorable to the Company than the Confidentiality Agreement), if, but only if, the Board of Directors of the Company determines in good faith by a majority vote that such proposal could reasonably be expected to lead to any Takeover Proposala Superior Transaction (as hereinafter defined); provided further, or, subject to Section 5.04(b), below: (i) conduct or engage that nothing in any discussions or negotiations with, disclose any non-public information relating to this Agreement shall prevent the Company or Opco LLC or any from complying with the provisions of their respective Subsidiaries to, afford access to Rule 14e-2 promulgated under the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04); (ii) (A) amend or grant any waiver or release under any standstill or similar agreement Exchange Act with respect to any class of equity securities of the Company or Opco LLC or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any a Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Except as expressly permitted by this Section 5.04, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall not, and shall cause its Subsidiaries and Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or Opco LLC or any of their respective Subsidiaries that was furnished by or on behalf of such party to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.04 by the CompanyProposal.