Common use of Takeover Proposals Clause in Contracts

Takeover Proposals. Giga, and each shall cause it Representatives, Subsidiaries or Subsidiaries’ Representatives as applicable, not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or 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 6.05(b), (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of 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; (ii) except where the Giga Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would or could reasonably be expected to 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 Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its 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 (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and 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 Effective Date with respect to any Takeover Proposal and shall request that any such third party (or its agents or advisors) in possession of non-public information in respect of Giga 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 6.05 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.05 by the applicable party.

Takeover Proposals. Giga(a) Except as expressly permitted by this Section 5.2 (including Section 5.2(b)), at all times during the period commencing with the execution and each delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall cause it Representativesnot, Subsidiaries nor shall they authorize or Subsidiaries’ knowingly permit any of their respective Representatives as applicable, not to, directly or indirectly, (i) solicit, initiateinitiate or induce the making, submission or announcement of, or knowingly take any action to encourage, facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any assist, a Takeover Proposal, or(ii) furnish or otherwise make available to any Person (other than Parent, subject to Section 6.05(b), (iSub or any designees of Parent or Sub) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Giga the Company or any of its Subsidiaries, as applicableor afford to any Person (other than Parent, to, afford Sub or any designees of Parent or Sub) access to the business, business or to the properties, assets, books, records or records other non-public information, or to any personnel, of Giga the Company or any of its Subsidiaries toSubsidiaries, or knowingly assist, participate in, facilitate, or encourage in any effort by, any third party (or its potential sources of financing) such case that is seeking to make, or has made, any Takeover Proposal; (ii) except where the Giga Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would or could reasonably be expected to result in the making, submission or announcement of, or for the purpose of knowingly encouraging, facilitating or assisting, (A) a Takeover Proposal, or (B) any inquiries that would reasonably be expected to lead to a Takeover Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to a Takeover Proposal, (iv) approve, endorse or recommend a Takeover Proposal, (v) enter into any letter of intent, memorandum of understanding or other Contract of any kind providing for, contemplating, intended to facilitate or otherwise relating to, a Takeover Proposal or (vi) authorize, commit, publicly propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary set forth in this Agreement, if at any time prior to 11:59 p.m. New York City time on the date that is thirty-five calendar days after the date hereof, (i) the Company receives a bona fide, written and unsolicited Takeover Proposal from any Person and (ii) the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel), that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, amend or grant any waiver or release under any standstill or similar agreement the Company may (A) furnish non-public information with respect to any class of equity securities of Giga the Company and its Subsidiaries, or any of its Subsidiaries provide access to amend the Business or grant any waiver to the properties, assets, books, records or release under any standstill other non-public information, or similar agreement with respect to any class personnel, of equity securities of Giga the Company or any of its 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 the Person making such Takeover Proposal (eachand its Representatives) pursuant to a customary confidentiality agreement (such a confidentiality agreement, an “Acquisition Acceptable Confidentiality Agreement”). Except as expressly permitted by this Agreement, and (B) participate or engage in discussions or negotiations with the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal; provided, Subsidiaries that, in the case of any action taken pursuant to the preceding clauses (A) or (B), (1) the Company gives Parent prompt (and Subsidiaries’ Representatives toin any event within three Business Days following receipt) written notice of the identity of such Person and a summary of the material terms and conditions of such Takeover Proposal (including a copy, cease immediately if made in writing) and cause to be terminated any and all existing activities, discussionsof the Company’s participation or engagement in discussions or negotiations with, or negotiations, if any, with any third party conducted prior to the Effective Date with respect to any Takeover Proposal and shall request that any such third party (or its agents or advisors) in possession furnishing of non-public information to, such Person, and (2) promptly (and in respect of Giga and any of their respective Subsidiaries that was event within one Business Day) upon furnishing any non-public information to such Person, the Company furnishes such non-public information to Parent, to the extent such information has not been previously furnished by the Company to Parent. For the avoidance of doubt, in the event that a third party contacts the Company or on behalf a Representative of the Company or its Affiliates orally or in writing regarding a potential Takeover Proposal, the Company shall not be in breach of this Agreement in any respect to the extent the Company or such Representative responds to such third party that it is bound by the terms of this Agreement and is unable to discuss or respond to such matters without first complying with the procedures set forth herein with respect to any such discussions provided that the Company provides written notice of such party or its respective Subsidiaries communication to return or destroy Parent within two (and confirm destruction of2) all Business Days of such information. communication. (c) Without limiting the generality of the foregoing, it is understood Parent, Sub and the Company acknowledge and hereby agree that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.05 5.2 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga the Company or any of its SubsidiariesSubsidiaries (in the case of any such Representative who is an investment banker, financial advisor, attorney, accountant or other advisor, to the extent that such Representative is or has been engaged by the Company in connection with the transactions contemplated hereby) shall be deemed to be a breach of this Section 6.05 5.2 by the applicable partyCompany. (d) In addition to the obligations of the Company set forth in paragraphs (a), (b) and (c) of this Section 5.2, the Company shall promptly (and in any event within two Business Days following receipt) notify Parent orally and in writing if the Company or any of its Subsidiaries, or any of its or their respective Representatives, receives (i) any Takeover Proposal, (ii) any request for information that would reasonably be expected to lead to a Takeover Proposal or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Takeover Proposal, such notice to include a summary of the material terms and conditions of such Takeover Proposal, request or inquiry (including copies of all documents and written communications, and written summaries of all oral communications), and the identity of the Person making any such Takeover Proposal, request or inquiry. The Company shall keep Parent reasonably informed on a reasonably current basis on the status and terms of any such Takeover Proposal, request or inquiry, any material modifications to the terms thereof and any other material developments related thereto. (e) The Company shall, and shall ensure that each Person that is a Representative of the Company immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person relating to any Takeover Proposal. (f) For purposes of this Agreement:

Takeover Proposals. Giga(a) Except as expressly permitted by this Section 6.4, Seller shall not, and each Seller shall cause it Representatives, Subsidiaries not authorize or Subsidiaries’ Representatives as applicable, not permit its representatives to, directly or indirectly, solicit, initiate, solicit or knowingly take any action to encourage or facilitate inquiries or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposalproposals with respect to, or, subject to Section 6.05(b), (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, booksconcerning, or records of Giga provide any confidential or any of its Subsidiaries nonpublic information or data to, or knowingly assist, participate in, facilitate, or encourage have any effort bydiscussions with, any Person relating to, any Acquisition Proposal; provided that, prior to the receipt of the Seller Stockholder Approval but not after, in the event (1) Seller receives, after the execution of this Agreement, an unsolicited bona fide Acquisition Proposal from a third party and (or its potential sources 2) Seller’s Board of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) except where the Giga Board makes a Directors concludes in good faith determination, after consultation consulting with its financial advisors and outside legal counsel, advisor that it would such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, amend and, after considering the advice of outside counsel, that failure to take such actions would be reasonably likely to be inconsistent with its fiduciary duties to Seller’s stockholders under Applicable Law, Seller may, and may permit its representatives to, furnish or grant cause to be furnished nonpublic information or data and participate in negotiations or discussions with third parties with respect to such Acquisition Proposal; provided that prior to providing any waiver nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into an agreement with such third party on terms substantially similar to and no more favorable to such third party than those contained in the Confidentiality Agreement and any nonpublic information provided to such third party shall have previously been provided to Purchaser or release under shall be provided to Purchaser prior to or concurrently with the time it is provided to such third party. Seller shall (A) immediately cease and cause to be terminated any standstill activities, discussions or similar agreement negotiations conducted before the date of this Agreement with any persons other than Purchaser with respect to any class Acquisition Proposal, (B) not terminate, waive, amend, release or modify any provision of equity securities of Giga any confidentiality or standstill agreement relating to any Acquisition Proposal to which it or any of its Subsidiaries Affiliates or representatives is a party and (C) use its commercially reasonable efforts to amend or grant enforce any waiver or release under any standstill confidentiality or similar agreement with respect relating to any class Acquisition Proposal. (b) Neither Seller’s Board of equity securities of Giga Directors nor any committee thereof shall (i) (A) withdraw (or modify or qualify in any of its Subsidiaries; manner adverse to Purchaser) or fail to make the Seller Board Recommendation or (iiiB) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal or (ii) cause or permit Seller to enter into any agreement in principle, letter of intent, term sheetmemorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, agreement or other Contract relating agreement constituting or related to any Takeover Acquisition Proposal (each, an other than a confidentiality agreement permitted by the terms of Section 6.4(a)) (a “Acquisition AgreementSeller Subsequent Determination”). Except as expressly permitted by this AgreementNotwithstanding the foregoing, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and 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 Effective Date receipt of the Seller Stockholder Approval and subject to compliance with respect to any Takeover Section 6.4(e), the Board of Directors may make a Seller Subsequent Determination if, but only if, the Board of Directors has reasonably determined in good faith, after consultation with and having considered the advice of outside legal counsel, either that an Acquisition Proposal constitutes a Superior Proposal and shall the failure to make a Seller Subsequent Determination would reasonably be likely to be inconsistent with its fiduciary duties to Seller’s stockholders under Applicable Law. (c) In the event Seller or any of its representatives receives (i) any Acquisition Proposal or (ii) any request that any such third party (or its agents or advisors) in possession of for non-public information or to engage in respect negotiations that the Board of Giga Directors reasonably believe is reasonably likely to lead to or that contemplates an Acquisition Proposal, Seller promptly (and in any event within two Business Days of their respective Subsidiaries that was furnished by receipt) shall advise Purchaser in writing of the existence of items (i) or on behalf (ii), together with the material terms and conditions of such party Acquisition Proposal or its respective Subsidiaries to return request and the identity of the Person making any such Acquisition Proposal or destroy request. Seller shall keep Purchaser reasonably well informed in all material respects of the status (and confirm destruction ofincluding after the occurrence of any material amendment or modification) all of any such informationAcquisition Proposal or request. Without limiting any of the foregoing, Seller shall promptly (and in any event within two Business Days) notify Purchaser in writing if it is understood that any violation of determines to begin providing non-public information or the taking of actions inconsistent with the restrictions set forth to engage in this Section 6.05 by any Representative of Giga negotiations concerning an Acquisition Proposal pursuant to Sections 6.4(a) or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Subsidiaries, shall be deemed to be a breach (b). (d) For purposes of this Section 6.05 by the applicable party.Agreement:

Takeover Proposals. Giga(a) Antenna agrees that from and after its execution of this Agreement through the Effective Time, it shall not, nor shall it permit any of the Antenna Subsidiaries to, and each it shall use its best efforts to cause it Representativesthe directors, officers, employees and stockholders, and all investment bankers, attorneys or other advisors or representatives retained by Antenna or any of the Antenna Subsidiaries or Subsidiaries’ Representatives as applicable, not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate (i) solicit or encourage the submission of any Takeover Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could reasonably be expected to lead constitutes, a Takeover Proposal, (iii) make or authorize any statement or recommendation in support of any Takeover Proposal or (iv) enter into any agreement with respect to any Takeover Proposal, or, subject to Section 6.05(b. (b) Notwithstanding the foregoing paragraph (a), (i) conduct nothing contained in this Section 6.8 shall prohibit the Board of Directors, executive officers or engage stockholders of Antenna, or the investment bankers, attorneys, or other advisors or representatives retained by Antenna from participating in any discussions or negotiations with, disclose or furnishing any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that makes a Takeover Proposal if all of the following events shall have occurred: (or its potential sources i) Andrew has been notified in ▇▇▇▇▇ng of financing) that is seeking to makesuch Takeover Proposal within 24 hours of Antenna's receipt thereof, or including the identity of the party making the Takeover Proposal and the specific terms and conditions thereof, and has made, any been given copies of such Takeover Proposal; (ii) except where such third party has made a written Takeover Proposal to the Giga Board makes of Directors of Antenna, which Takeover Proposal identifies a good faith determinationprice or range of values to be paid and based on the advice of Antenna's investment bankers, the Board of Directors of Antenna has determined that such Takeover Proposal is financially more favorable to the stockholders of Antenna than the terms of the Merger; (iii) Antenna's Board of Directors has determined, based on the advice of Antenna's investment bankers, that such third party is financially capable of consummating the transactions specified in the Takeover Proposal; and (iv) the Board of Directors of Antenna has determined, after consultation with its financial advisors and outside legal counsel, that its fiduciary duties require it would or could reasonably be expected to result in a Superior Proposalfurnish information to and negotiate with such third party. Notwithstanding the foregoing, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its 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 (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board Antenna shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause provide any non-public information to be terminated any and all existing activities, discussions, or negotiations, if any, with any such third party conducted unless (x) prior to the Effective Date with respect date thereof Antenna has provided such information to Andrew; (y) Antenna has not▇▇▇▇▇ Andrew in advance of any Takeover Proposal and shall request that any such third party (or its agents or advisors) in possession su▇▇ ▇▇▇posed disclosure of non-public information in respect and has provided Andrew with a description o▇ ▇▇▇ information Antenna intends to disclose; and (z) Antenna provides such non-public information pursuant to a nondisclosure agreement with terms which are at least as restrictive as the Confidentiality Agreement. (c) In addition to the foregoing requirements, Antenna shall not accept or enter into any agreement concerning a Takeover Proposal until at least 48 hours after Andrew's receipt of Giga and any of their respective Subsidiaries that was furnished by or on behalf a copy of such party Takeover Proposal. Upon compliance with the requirements in the foregoing paragraph (b) and this paragraph (c), Antenna shall be entitled to terminate this Agreement in accordance with the provisions of Section 8.1(d). (d) For purposes of this Agreement, "Takeover Proposal" means any proposal or its respective Subsidiaries offer for a merger, consolidation or other business combination involving Antenna or any proposal or offer to return acquire a material equity interest in, or destroy (and confirm destruction a substantial portion of the assets of) all such information. Without limiting the foregoing, it is understood that any violation of Antenna or the taking of actions inconsistent with the restrictions set forth in this Section 6.05 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Antenna Subsidiaries, shall be deemed to be a breach of this Section 6.05 other than by the applicable partyAndrew as contemplated by t▇▇▇ ▇▇reement.

Takeover Proposals. Giga(a) RTI agrees that from and after its execution of this Agreement through the Effective Time of the Merger, it shall not, and each it shall cause instruct its directors and officers and all investment bankers, attorneys or other advisors or representatives retained by it Representatives, Subsidiaries or Subsidiaries’ Representatives as applicable, not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate (i) solicit or encourage the submission of any Takeover Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could reasonably be expected to lead constitutes, a Takeover Proposal, (iii) make or authorize any statement or recommendation in support of any Takeover Proposal, or (iv) enter into any agreement with respect to any Takeover Proposal, or, subject to Section 6.05(b. (b) Notwithstanding the foregoing paragraph (a), (i) conduct nothing contained in this Section 6.7 shall prohibit the Board of Directors, executive officers or engage shareholders of RTI, or the investment bankers, attorneys, or other advisors or representatives retained by RTI from participating in any discussions or negotiations with, disclose or furnishing any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that makes a Takeover Proposal to RTI if all of the following events shall have occurred: (or its potential sources i) EAI has been notified in writing of financing) that is seeking to makesuch Takeover Proposal within 24 hours of RTI's receipt thereof, or including the identity of the party making the Takeover Proposal and the specific terms and conditions thereof, and has made, any been given copies of such Takeover Proposal; (ii) except where such third party has made a written Takeover Proposal to the Giga Board makes of Directors of RTI, which takeover proposal identifies a good faith determinationprice or range of values to be paid, and the Board of Directors of RTI has determined that such Takeover Proposal is financially more favorable to the shareholders of RTI than the terms of the Merger; (iii) RTI's Board of Directors has determined that such third party is financially capable of consummating the transactions specified in the Takeover Proposal; and (iv) the Board of Directors of RTI has determined, after consultation with its financial advisors and outside legal counsel, that its fiduciary duties require it would or could reasonably be expected to result in a Superior Proposalfurnish information to and negotiate with such third party. Notwithstanding the foregoing, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its 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 (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board RTI shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause provide any non-public information to be terminated any and all existing activities, discussions, or negotiations, if any, with any such third party conducted unless (x) prior to the Effective Date with respect date thereof RTI has provided such information to any Takeover Proposal and shall request that EAI; (y) RTi has notified EAI in advance of any such third party (or its agents or advisors) in possession proposed disclosure of non-public information and has provided EAI with a description of the information RTI intends to disclose; and (z) RTI provides such non-public information pursuant to a nondisclosure agreement in respect a form substantially similar to that entered into between EAI and RTI. In addition to the foregoing requirements, RTI shall not accept or enter into any agreement concerning a Takeover Proposal until at least 48 hours after EAI's receipt of Giga and any of their respective Subsidiaries that was furnished by or on behalf a copy of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such informationTakeover Proposal. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent Upon compliance with the restrictions set forth requirements in this paragraph (b), RTI shall be entitled to terminate this Agreement in accordance with the provisions of Section 6.05 by 8.1(d). (c) For purposes of this Agreement, "Takeover Proposal" means any Representative of Giga proposal or its Subsidiaries whether offer for a merger, consolidation or not such Representative is purporting to act on behalf of Giga other business combination involving RTI or any proposal or offer to acquire a material equity interest in, or a substantial portion of its Subsidiariesthe assets of, shall be deemed to be a breach of RTI other than by EAI as contemplated by this Section 6.05 by the applicable partyAgreement.

Takeover Proposals. Giga(a) Cimtech agrees that from and after its execution of this agreement through the Effective Time, it shall not and it shall use its best efforts to cause the directors, officers, employees and shareholders, and each shall cause it Representativesall investment bankers, Subsidiaries attorneys or Subsidiaries’ Representatives as applicable, other advisors or representatives retained by Cimtech not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate (i) solicit or encourage the submission of any Takeover Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could reasonably be expected to lead constitutes, a Takeover Proposal, (iii) make or authorize any statement or recommendation in support of any Takeover Proposal, or (iv) enter into any agreement with respect to any Takeover Proposal, or, subject to Section 6.05(b. (b) Notwithstanding the foregoing paragraph (a), (i) conduct nothing contained in this Section 6.8 shall prohibit the Board of Directors, executive officers or engage shareholders of Cimtech, or the investment bankers, attorneys, or other advisors or representatives retained by Cimtech from participating in any discussions or negotiations with, disclose or furnishing any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that makes a Takeover Proposal if all of the following events shall have occurred: (or its potential sources i) EAI has been notified in writing of financing) that is seeking to makesuch Takeover Proposal within 24 hours of Cimtech's receipt thereof, or including the identity of the party making the Takeover Proposal and the specific terms and conditions thereof, and has made, any been given copies of such Takeover Proposal; (ii) except where such third party has made a written Takeover Proposal to the Giga Board makes of Directors of Cimtech, which Takeover Proposal identifies a good faith determinationprice or range of values to be paid and based on the advice of Cimtech's investment bankers, the Board of Directors of Cimtech has determined that such Takeover Proposal is financially more favorable to the shareholders of Cimtech than the terms of the Merger; (iii) Cimtech's Board of Directors has determined, based on the advice of Cimtech's investment bankers, that such third party is financially capable of consummating the transactions specified in the Takeover Proposal; and (iv) the Board of Directors of Cimtech has determined, after consultation with its financial advisors and outside legal counsel, that its fiduciary duties require it would or could reasonably be expected to result in a Superior Proposalfurnish information to and negotiate with such third party. Notwithstanding the foregoing, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its 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 (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board Cimtech shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause provide any non-public information to be terminated any and all existing activities, discussions, or negotiations, if any, with any such third party conducted unless (x) prior to the Effective Date with respect date thereof Cimtech has provided such information to any Takeover Proposal and shall request that EAI; (y) Cimtech has notified EAI in advance of any such third party (or its agents or advisors) in possession proposed disclosure of non-public information and has provided EAI with a description of the information Cimtech intends to disclose; and (z) Cimtech provides such non-public information pursuant to a nondisclosure agreement in respect a form satisfactory to EAI. (c) In addition to the foregoing requirements, Cimtech shall not accept or enter into any agreement concerning a Takeover Proposal until at least 48 hours after EAI's receipt of Giga and any of their respective Subsidiaries that was furnished by or on behalf a copy of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such informationTakeover Proposal. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent Upon compliance with the restrictions set forth requirements in the foregoing paragraph (b) and this paragraph (c), Cimtech shall be entitled to terminate this Agreement in accordance with the provisions of Section 6.05 by 8.1(d). (d) For purposes of this Agreement, "Takeover Proposal" means any Representative of Giga proposal or its Subsidiaries whether offer for a merger, consolidation or not such Representative is purporting to act on behalf of Giga other business combination involving Cimtech or any proposal or offer to acquire a material equity interest in, or a substantial portion of its Subsidiariesthe assets of, shall be deemed to be a breach of Cimtech other than by EAI as contemplated by this Section 6.05 by the applicable partyAgreement.

Takeover Proposals. Giga(a) The Company and its Subsidiaries shall, and each shall use commercially reasonable efforts to cause it Representatives, Subsidiaries or its and its Subsidiaries’ directors, officers and employees to, and shall direct its investment bankers, financial advisors, attorneys, accountants and other advisors, agents or representatives (collectively, “Representatives”) retained by it to, immediately cease and cause to be terminated any discussions or negotiations with any parties (other than Parent, Merger Sub and their respective representatives) that may be ongoing as of the date of this Agreement with respect to a Takeover Proposal. The Company and its Subsidiaries shall not, and shall not authorize or permit the officers, directors or employees to, and shall direct its Representatives as applicable, not to, directly or indirectly, indirectly (i) solicit, initiate, propose or knowingly take any action to encourage or facilitate or encourage the submission of any Takeover Proposal, (ii) enter into any agreement or agreement in principle with respect to a Takeover Proposal, or (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than Parent and Merger Sub) any information with respect to or in connection with or which would reasonably likely lead to any Takeover Proposal; provided, however, that at any time prior to obtaining the Company Stockholder Approval, in response to a bona fide written Takeover Proposal received after the date hereof (I) that was not solicited by the Company or a Representative on its behalf, and (II) that the making Company’s Board of any proposal that Directors or Special Committee determines in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) constitutes, or could reasonably be expected to lead to any Takeover to, a Superior Proposal, orif the Company’s Board of Directors or Special Committee determines in good faith (after consultation with its outside legal counsel) that it is required to do so in order to comply with its fiduciary duties to the shareholders of the Company under applicable Law, then the Company may, subject to compliance with Section 6.05(b)4.7(b) in the circumstances set forth therein, (i) conduct furnish information and/or draft agreements with respect to the Company to the Person making such Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) pursuant to a customary confidentiality agreement no less favorable to the Company than the Confidentiality Agreement; provided, that all such information and the material terms of any such draft agreements have previously been made available to Parent or engage is made available to Parent prior to, or concurrently with, the time it is provided to such Person and (ii) participate in any discussions or negotiations withwith the Person making such Takeover Proposal (and its officers, disclose any non-public information relating directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Takeover Proposal. (b) Except as provided in this Section 4.7(b), the Company’s Board of Directors or Special Committee shall not and shall not publicly propose to Giga (i) withdraw, modify or any of its Subsidiaries, as applicable, to, afford access change in a manner adverse to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party Parent (or its potential sources fail within seven (7) days of financingthe date of this Agreement to publicly make) that is seeking to makethe Company Recommendation, or has made, any Takeover Proposal; (ii) except where the Giga Board makes approve, adopt or recommend a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would Takeover Proposal or could reasonably be expected to 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 Giga (iii) allow the Company or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; or (iii) enter into any agreement in principle, letter of intent, term sheetmemorandum of understanding, acquisition agreement, merger agreementagreement in principle, option agreement, joint venture agreement, partnership agreementacquisition agreement or similar agreement constituting or relating to, or other Contract relating that is intended to any or would be reasonably expected to result in a Takeover Proposal (eachother than any confidentiality agreement as permitted by paragraph (a) of this Section 4.7) or (iv) take a position that recommends a bidder’s tender offer or remains neutral toward a bidder’s tender offer under Rule 14e-2(a) of the Exchange Act (any action described in clause (i), an (ii), (iii) or (iv) and any other position of the Company’s Board of Directors or Special Committee contemplated by Rule 14e-2(a) of the Exchange Act other than recommending rejection of such Takeover Proposal, a “Acquisition AgreementCompany Adverse Recommendation Change”). Except as expressly permitted by this AgreementNotwithstanding the foregoing, prior to the Special Meeting, solely in response to an unsolicited bona fide written Takeover Proposal, the Giga Board of Directors of the Company or the Special Committee may make a Company Adverse Recommendation Change if (A) it is required to do so in order to comply with its fiduciary duties to the shareholders of the Company under applicable Law, and (B) it determines in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) that such Takeover Proposal is a Superior Proposal, and (C) it or the Company is not otherwise in violation of this Section 4.7; provided, that the Board of Directors or Special Committee of the Company shall not effect make a Giga Company Adverse Recommendation Change. Giga , unless (I) the Company has given Parent three (3) Business Days prior written notice of its intention to take such action and (II) (x) the Company’s Board of Directors or Special Committee shall cause its Representatives, Subsidiaries have considered in good faith any proposed changes to this Agreement proposed in writing by Parent during such three (3) Business Day period and Subsidiaries’ Representatives to, cease immediately and cause shall not have determined that the Superior Proposal would no longer constitute a Superior Proposal if such changes were to be given effect, (y) the Company has complied in all material respects with its obligations under this Section 4.7 and (z) the Company shall have terminated this Agreement in accordance with the provisions of Section 8.1(d) hereof and the Company shall pay Parent the Breakup Fee in accordance with Section 8.6. (c) The Company shall promptly (and in any event within one Business Day) advise Parent orally and all existing activities, discussions, in writing of the Company’s receipt of any request for information or negotiations, if any, with any third party conducted prior to the Effective Date with respect to any Takeover Proposal and shall request that any such third party (or its agents or advisors) in possession of non-public information in respect of Giga the material terms and any of their respective Subsidiaries that was furnished by or on behalf conditions of such party request or its respective Subsidiaries Takeover Proposal (including the identity of the Person making such request or Takeover Proposal). Promptly upon determination by the Company’s Board of Directors or Special Committee that a Takeover Proposal constitutes a Superior Proposal, the Company shall deliver to return Parent a written notice advising it that the Company’s Board of Directors or destroy Special Committee has made such determination, specifying the material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal. (and confirm destruction ofd) 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 Nothing contained in this Section 6.05 4.7 shall prohibit the Company or the Company’s Board of Directors or Special Committee from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any Representative disclosure to the stockholders of Giga the Company if, in the good faith judgment of the Company’s Board of Directors or its Subsidiaries whether or not Special Committee, such Representative is purporting to act on behalf of Giga or any of its Subsidiariesdisclosure would be necessary under applicable Law (including Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act); provided, however, that in no event shall be deemed to be a breach of this Section 6.05 by 4.7(d) affect the applicable partyobligations of the Company specified in Section 4.7(b).

Takeover Proposals. Giga(a) Subject to Section 5.5(b), from the date of this Agreement until the Closing Date, Guarantor shall not, and each shall cause it Representatives, Subsidiaries or Subsidiaries’ each of its Affiliates and its and their Representatives as applicable, not to, directly or indirectly, : (i) solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any inquiries, offers or proposals relating to a Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any a potential Takeover Proposal, or, subject to Section 6.05(b), ; (iii) conduct or engage in any discussions or negotiations with, or furnish or disclose any non-non public information relating to Giga Guarantor or any of its Subsidiaries, as applicable, Affiliates to, afford or give access (for the purposes of any Takeover Proposal) to the business, properties, assetsemployees, books, books or records of Giga Guarantor or any of its Subsidiaries Affiliates to, or knowingly assist, participate in, facilitate, or encourage facilitate in any other manner any effort by, or attempt by any third party (Person that has made or its potential sources of financing) that is seeking indicated an intention to make, or has made, any make a Takeover ProposalProposal in each case unless unrelated to the Business; (ii) except where the Giga Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would or could reasonably be expected to 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 Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; or or (iii) enter into any agreement in principle, letter of intentarrangement, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, understanding or other Contract relating to a Takeover Proposal. (b) Notwithstanding the foregoing, Guarantor (i) may take any of the foregoing actions (having consulted counsel) (x) if it is required to do so pursuant to the City Code on Takeovers and Mergers or by the Takeover Panel, UKLA or other regulatory authority or (y) in order for its directors to comply with their fiduciary duties and (ii) shall not be prohibited from soliciting, encouraging or engaging in the discussion of any transaction which is not conditional on the termination of this Agreement and the consummation of which will not require or reasonably be expected to cause the Shareholders Meeting or the posting of the Circular to be delayed. (c) Guarantor confirms that there are no discussions or negotiations (other than negotiations with Buyer) in progress at the date of this Agreement or other activities which would constitute a violation of Section 5.5(a) (notwithstanding the provisions of Section 5.5(b)), save for negotiations related to the sale of the enumerated hotel properties listed in Schedule 5.5 attached to the Disclosure Letter. (d) To the extent it is lawfully able to do so, Guarantor will notify Buyer in writing as soon as reasonably practicable after ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ or any member of the board of directors of Guarantor receive orally or in writing, any inquiries, proposals, solicitations, offers or requests for information from any third party concerning a Takeover Proposal (eachsave for negotiations related solely to the sale of the enumerated hotel properties listed in Schedule 5.5 attached to the Disclosure Letter) or any approach in relation to an offer for the Guarantor (where such offer is or would be conditional on retaining the Business or is conditioned on the termination of this Agreement or would require or reasonably be expected or cause the Shareholders Meeting or the posting of the Circular to be delayed). (e) Subject, an “Acquisition Agreement”in each case to applicable Law and any contractual or other duty of confidence, the notice referred to in Section 5.5(d) shall disclose the identity of the person making the proposal or inquiry and, if the directors of the Guarantor are required by fiduciary duties to give such proposal or inquiry serious consideration, Guarantor will notify Buyer of the material terms of the proposal. Subject to applicable Law and any contractual duty of confidentiality in existence on the date hereof, Guarantor shall keep Buyer informed on a current basis of the status of any such Takeover Proposal, indication or request, and any related discussions or negotiations with Guarantor, Sellers’ Group or its Representatives. Buyer undertakes not to approach any Person identified to it under this clause without the prior written consent of Guarantor not to be unreasonably withheld. (f) The obligations in this Section 5.5 are subject to the fiduciary duties of the directors of Guarantor and Sellers and their duties and obligations (if any) pursuant to the City Code on Takeovers and Mergers from time to time to the extent provided in Section 5.5(b). Except as expressly permitted by . (g) Subject to the limitations contained in this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its RepresentativesGuarantor may solicit, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause to be terminated encourage or engage in any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior discussions in relation to the Effective Date with respect to any Takeover Proposal and shall request that any such third party (disposal or its agents operation of the Retained Business; provided than none of same delays or advisors) in possession otherwise affects the consummation of non-public information in respect of Giga 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 6.05 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.05 by the applicable partytransactions described herein.

Takeover Proposals. Giga(a) Transom agrees that from and after its execution of this Agreement through the Effective Time, it shall not and it shall use its reasonable efforts to cause its directors, officers and employees, and each shall cause it Representativesall investment bankers, Subsidiaries attorneys or Subsidiaries’ Representatives as applicable, other advisors or representatives retained by Transom not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate (i) solicit or encourage the submission of any Takeover Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could reasonably be expected to lead constitutes, a Takeover Proposal, (iii) make or authorize any statement or recommendation in support of any Takeover Proposal, or (iv) enter into any agreement with respect to any Takeover Proposal, or, subject to Section 6.05(b. (b) Notwithstanding the foregoing paragraph (a), nothing contained in this Section 6.8 shall prohibit the Board of Directors, executive officers or stockholders of Transom, or the investment bankers, attorneys, or other advisors or representatives retained by Transom from (ix) conduct or engage participating in any discussions or negotiations with, disclose or furnishing any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that makes a Takeover Proposal (y) making or its potential sources authorizing any statement or recommendation in support of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) except where the Giga Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would or could reasonably be expected to 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 Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; or (iiiz) enter entering 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, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and 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 Effective Date with respect to any Takeover Proposal if all of the following events shall have occurred: (i) EAI has been notified in writing of such Takeover Proposal within 24 hours of Transom's receipt thereof, including the identity of the party making the Takeover Proposal and shall request that any the material terms thereof; (ii) such third party has made a written Takeover Proposal to the Board of Directors of Transom, which Takeover Proposal identifies a price or range of values to be paid and after consultation with Transom's investment bankers, the Board of Directors of Transom has determined that such Takeover Proposal is financially more favorable to the stockholders of Transom than the terms of the Merger; (iii) Transom's Board of Directors reasonably believes after consultation with Transom's investment bankers, that such third party is financially capable of consummating the transactions specified in the Takeover Proposal; and (iv) the Board of Directors of Transom has determined, after consultation with its outside legal counsel, that its fiduciary duties require it to 17 21 (x) furnish information to and negotiate with such third party, (y) make or its agents authorize any statement or advisorsrecommendation in support of any Takeover Proposal, or (z) enter into any agreement with respect to any Takeover Proposal. Notwithstanding the foregoing, Transom shall not provide any non-public information to such third party unless (A) Transom has notified EAI in possession advance of any such proposed disclosure of non-public information and has provided EAI with a description of the information Transom intends to disclose; and (B) Transom provides such non-public information pursuant to a nondisclosure agreement in respect a form substantially similar to that certain Mutual Non-Disclosure Agreement dated August 27, 1997 (the "Non-Disclosure Agreement") between Transom and EAI. (c) In addition to the foregoing requirements, Transom shall not accept or enter into any agreement concerning a Takeover Proposal until at least 48 hours after EAI's receipt of Giga and any of their respective Subsidiaries that was furnished by or on behalf a copy of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such informationTakeover Proposal. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent Upon compliance with the restrictions set forth requirements in the foregoing paragraph (b) and this paragraph (c), Transom shall be entitled to terminate this Agreement in accordance with the provisions of Section 6.05 by 8.1(d). (d) For purposes of this Agreement, "Takeover Proposal" means any Representative of Giga proposal or its Subsidiaries whether offer for a merger, consolidation or not such Representative is purporting to act on behalf of Giga other business combination involving Transom or any proposal or offer to acquire a material equity interest in, or a substantial portion of its Subsidiariesthe assets of, shall be deemed to be a breach of Transom other than by EAI as contemplated by this Section 6.05 by the applicable partyAgreement.

Takeover Proposals. Giga(a) The Company and its Subsidiaries shall, and each shall use commercially reasonable efforts to cause its and its Subsidiaries' directors, officers and employees to, and shall direct its investment bankers, financial advisors, attorneys, accountants and other advisors, agents or representatives (collectively, "Representatives") retained by it Representativesto, immediately cease and cause to be terminated any discussions or negotiations with any parties (other than Parent, Merger Sub and their respective representatives) that may be ongoing as of the date of this Agreement with respect to a Takeover Proposal. The Company and its Subsidiaries shall not, and shall not authorize or Subsidiaries’ permit the officers, directors or employees to, and shall direct its Representatives as applicable, not to, directly or indirectly, indirectly (i) solicit, initiate, propose or knowingly take any action to encourage or facilitate or encourage the submission of any Takeover Proposal, (ii) enter into any agreement or agreement in principle with respect to a Takeover Proposal, or (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than Parent and Merger Sub) any information with respect to or in connection with or which would reasonably likely lead to any Takeover Proposal; provided, however, that at any time prior to obtaining the Company Stockholder Approval, in response to a bona fide written Takeover Proposal received after the date hereof (I) that was not solicited by the Company or a Representative on its behalf, and (II) that the making Company's Board of any proposal that Directors or Special Committee determines in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) constitutes, or could reasonably be expected to lead to any Takeover to, a Superior Proposal, orif the Company's Board of Directors or Special Committee determines in good faith (after consultation with its outside legal counsel) that it is required to do so in order to comply with its fiduciary duties to the shareholders of the Company under applicable Law, then the Company may, subject to compliance with Section 6.05(b)4.7(b) in the circumstances set forth therein, (i) conduct furnish information and/or draft agreements with respect to the Company to the Person making such Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) pursuant to a customary confidentiality agreement no less favorable to the Company than the Confidentiality Agreement; provided, that all such information and the material terms of any such draft agreements have previously been made available to Parent or engage is made available to Parent prior to, or concurrently with, the time it is provided to such Person and (ii) participate in any discussions or negotiations withwith the Person making such Takeover Proposal (and its officers, disclose any non-public information relating directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Takeover Proposal. (b) Except as provided in this Section 4.7(b), the Company's Board of Directors or Special Committee shall not and shall not publicly propose to Giga (i) withdraw, modify or any of its Subsidiaries, as applicable, to, afford access change in a manner adverse to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party Parent (or its potential sources fail within seven (7) days of financingthe date of this Agreement to publicly make) that is seeking to makethe Company Recommendation, or has made, any Takeover Proposal; (ii) except where the Giga Board makes approve, adopt or recommend a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would Takeover Proposal or could reasonably be expected to 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 Giga (iii) allow the Company or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; or (iii) enter into any agreement in principle, letter of intent, term sheetmemorandum of understanding, acquisition agreement, merger agreementagreement in principle, option agreement, joint venture agreement, partnership agreementacquisition agreement or similar agreement constituting or relating to, or other Contract relating that is intended to any or would be reasonably expected to result in a Takeover Proposal (each, an “Acquisition Agreement”). Except other than any confidentiality agreement as expressly permitted by paragraph (a) of this AgreementSection 4.7) or (iv) take a position that recommends a bidder's tender offer or remains neutral toward a bidder's tender offer under Rule 14e-2(a) of the Exchange Act (any action described in clause (i), (ii), (iii) or (iv) and any other position of the Giga Company's Board shall not effect of Directors or Special Committee contemplated by Rule 14e-2(a) of the Exchange Act other than recommending rejection of such Takeover Proposal, a Giga "Company Adverse Recommendation Change"). Giga shall cause its RepresentativesNotwithstanding the foregoing, Subsidiaries and 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 Effective Date Special Meeting, solely in response to an unsolicited bona fide written Takeover Proposal, the Board of Directors of the Company or the Special Committee may make a Company Adverse Recommendation Change if (A) it is required to do so in order to comply with respect its fiduciary duties to the shareholders of the Company under applicable Law, and (B) it determines in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) that such Takeover Proposal is a Superior Proposal, and (C) it or the Company is not otherwise in violation of this Section 4.7; provided, that the Board of Directors or Special Committee of the Company shall not make a Company Adverse Recommendation Change, unless (I) the Company has given Parent three (3) Business Days prior written notice of its intention to take such action and (II) (x) the Company's Board of Directors or Special Committee shall have considered in good faith any proposed changes to this Agreement proposed in writing by Parent during such three (3) Business Day period and shall not have determined that the Superior Proposal would no longer constitute a Superior Proposal if such changes were to be given effect, (y) the Company has complied in all material respects with its obligations under this Section 4.7 and (z) the Company shall have terminated this Agreement in accordance with the provisions of Section 8.1(d) hereof and the Company shall pay Parent the Breakup Fee in accordance with Section 8.6. (c) The Company shall promptly (and in any event within one Business Day) advise Parent orally and in writing of the Company's receipt of any request for information or any Takeover Proposal and shall request that any such third party (or its agents or advisors) in possession of non-public information in respect of Giga the material terms and any of their respective Subsidiaries that was furnished by or on behalf conditions of such party request or its respective Subsidiaries Takeover Proposal (including the identity of the Person making such request or Takeover Proposal). Promptly upon determination by the Company's Board of Directors or Special Committee that a Takeover Proposal constitutes a Superior Proposal, the Company shall deliver to return Parent a written notice advising it that the Company's Board of Directors or destroy Special Committee has made such determination, specifying the material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal. (and confirm destruction ofd) 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 Nothing contained in this Section 6.05 4.7 shall prohibit the Company or the Company's Board of Directors or Special Committee from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any Representative disclosure to the stockholders of Giga the Company if, in the good faith judgment of the Company's Board of Directors or its Subsidiaries whether or not Special Committee, such Representative is purporting to act on behalf of Giga or any of its Subsidiariesdisclosure would be necessary under applicable Law (including Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act); provided, however, that in no event shall be deemed to be a breach of this Section 6.05 by 4.7(d) affect the applicable partyobligations of the Company specified in Section 4.7(b).

Takeover Proposals. Giga(a) VSA agrees that from and after its execution of this Agreement through the Effective Time, it shall not and it shall use its reasonable best efforts to cause the directors, officers, employees and stockholders, and each shall cause it Representativesall investment bankers, Subsidiaries attorneys or Subsidiaries’ Representatives as applicable, other advisors or representatives retained by VSA not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate (i) solicit or encourage the submission of any Takeover Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could reasonably be expected to lead constitutes, a Takeover Proposal, (iii) make or authorize any statement or recommendation in support of any Takeover Proposal, or (iv) enter into any agreement with respect to any Takeover Proposal, or, subject to Section 6.05(b. (b) Notwithstanding the foregoing paragraph (a), (i) conduct nothing contained in this Section 6.8 shall prohibit the Board of Directors, executive officers or engage stockholders of VSA, or the investment bankers, attorneys, or other advisors or representatives retained by VSA from participating in any discussions or negotiations with, disclose or furnishing any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that makes a Takeover Proposal if all of the following events shall have occurred: (or its potential sources i) EAI has been notified in writing of financing) that is seeking to makesuch Takeover Proposal within 24 hours of VSA's receipt thereof, or including the identity of the party making the Takeover Proposal and the specific terms and conditions thereof, and has made, any been given copies of such Takeover Proposal; (ii) except where such third party has made a written Takeover Proposal to the Giga Board makes of Directors of VSA, which Takeover Proposal identifies a good faith determinationprice or range of values to be paid and based on the advice of VSA's investment bankers, the Board of Directors of VSA has determined that such Takeover Proposal is financially more favorable to the stockholders of VSA than the terms of the Merger; (iii) VSA's Board of Directors has determined, based on the advice of VSA's investment bankers, that such third party is financially capable of consummating the transactions specified in the Takeover Proposal; and (iv) the Board of Directors of VSA has determined, after consultation with its financial advisors and outside legal counsel, that its fiduciary duties require it would or could reasonably be expected to result in a Superior Proposalfurnish information to and negotiate with such third party. Notwithstanding the foregoing, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its 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 (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board VSA shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause provide any non-public information to be terminated any and all existing activities, discussions, or negotiations, if any, with any such third party conducted unless (x) prior to the Effective Date with respect date thereof VSA has provided such information to any Takeover Proposal and shall request that EAI; (y) VSA has notified EAI in advance of any such third party (or its agents or advisors) in possession proposed disclosure of non-public information and has provided EAI with a description of the information VSA intends to disclose; and (z) VSA provides such non-public information pursuant to a nondisclosure agreement in respect a form satisfactory to EAI. (c) In addition to the foregoing requirements, VSA shall not accept or enter into any agreement concerning a Takeover Proposal until at least 48 hours after EAI's receipt of Giga and any of their respective Subsidiaries that was furnished by or on behalf a copy of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such informationTakeover Proposal. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent Upon compliance with the restrictions set forth requirements in the foregoing paragraph (b) and this paragraph (c), VSA shall be entitled to terminate this Agreement in accordance with the provisions of Section 6.05 by 8.1(d). (d) For purposes of this Agreement, "Takeover Proposal" means any Representative of Giga proposal or its Subsidiaries whether offer for a merger, consolidation or not such Representative is purporting to act on behalf of Giga other business combination involving VSA or any proposal or offer to acquire a material equity interest in, or a substantial portion of its Subsidiariesthe assets of, shall be deemed to be a breach of VSA other than by EAI as contemplated by this Section 6.05 by the applicable partyAgreement.

Takeover Proposals. Giga(a) Except as otherwise permitted by this Section 4.2, Golden Queen shall not, and each shall cause it GQ California and any of Golden Queen’s Affiliates not to, and shall not authorize or permit its and its Affiliates’ respective officers, directors, employees, financial advisors and investment bankers, agents and representatives (collectively, “Representatives, Subsidiaries or Subsidiaries’ Representatives as applicable, not ”) to, directly or indirectly, (i) solicit, initiatefacilitate or encourage, including by way of furnishing non-public information, the making of, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal inquiries regarding, or the making of any proposal that could reasonably be expected to lead to any to, a Takeover ProposalProposal or (ii) engage in, or, subject to Section 6.05(b), (i) conduct continue or engage otherwise participate in any discussions or negotiations with, disclose any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, with any third party (or its potential sources of financing) that is seeking to make, or has made, any regarding a Takeover Proposal; provided, however, that if Golden Queen, GQ California or their respective Representatives receives, after the date of this Agreement and prior to receipt of the GQ Stockholder Approval, a written Takeover Proposal which was unsolicited and not involving a breach of this Agreement and that the Board of Directors of Golden Queen (iior any authorized committee thereof) except where the Giga Board makes a reasonably determines in good faith determinationfaith, after consultation with its financial advisors and outside legal counselcounsel and Maxit Capital LP or another outside financial advisor of national reputation, that it would constitutes or could reasonably be expected to result in lead to a Superior Proposal, amend and the Board of Directors of Golden Queen reasonably determines in good faith, after consultation with outside legal counsel, that the failure to take such action would constitute a breach of Golden Queen’s directors’ fiduciary duties to Golden Queen or grant the stockholders of Golden Queen under applicable Law, then Golden Queen and GQ California and their respective Representatives may, prior to receipt of the GQ Stockholder Approval and after providing LUK Holdco and Gauss not less than 24 hours written notice of its intention to take such action, and subject to compliance with Golden Queen’s and GQ California’s obligations under this Section 4.2, (A) furnish, pursuant to an Acceptable Confidentiality Agreement (as defined below), any waiver or release under any standstill or similar agreement information with respect to Golden Queen and GQ California to the Person (or group of Persons) making such Takeover Proposal (provided that Golden Queen shall concurrently provide to Auvergne, LUK Holdco and Gauss all information concerning Golden Queen or GQ California that is provided to any class Person given such access which was not previously provided to LUK Holdco, Gauss or their respective Representatives) and (B) engage and participate in discussions and negotiations with such Person (or group of equity securities Persons) regarding such Takeover Proposal. Golden Queen shall provide Auvergne, LUK Holdco and Gauss with a correct and complete copy of Giga each confidentiality agreement entered into pursuant to this Section 4.2 within twenty four (24) hours of the execution thereof. Golden Queen shall not enter into any confidentiality agreement with any Person which prohibits Golden Queen from complying with its obligations to Auvergne, LUK Holdco and Gauss under this Section 4.2. Without limiting any of the foregoing, it is understood that any violation of this Section 4.2 by Golden Queen’s Subsidiaries or Representatives shall be deemed to be a breach of this Section 4.2 by Golden Queen. (b) Except as permitted by this Section 4.2(b), neither the Board of Directors of Golden Queen nor any committee thereof shall (i)(1) withdraw, qualify or change, or publicly propose to withdraw, qualify or change, in a manner adverse to Gauss, the GQ Board Recommendation or (2) approve or recommend a Takeover Proposal (any action described in this clause (i) being referred to as a “GQ Adverse Recommendation Change”) or (ii) authorize or permit Golden Queen or any of its Subsidiaries to amend enter into any merger, acquisition, share exchange or grant any waiver or release under any standstill or similar other agreement with respect to any class of equity securities of Giga or any of its 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 a confidentiality agreement in accordance with this Section 4.2) (each, an a “GQ Acquisition Agreement”). Except Notwithstanding the foregoing, prior to receipt of the GQ Stockholder Approval (A) the Board of Directors of Golden Queen may withdraw, qualify or change, in a manner adverse to Gauss, the GQ Board Recommendation in response to an Intervening Event (as expressly permitted by this defined below) if such Board reasonably determines in good faith, after consultation with outside legal counsel, that the failure to take such action would constitute a breach of Golden Queen’s directors’ fiduciary duties to Golden Queen and the shareholders of Golden Queen under applicable Law, and (B) if the Board of Directors of Golden Queen receives a Takeover Proposal that the Board of Directors of Golden Queen reasonably determines in good faith, after consultation with outside legal counsel and Maxit Capital LP or another outside financial advisor of national reputation, constitutes a Superior Proposal, Golden Queen may make a GQ Adverse Recommendation Change with respect to such Superior Proposal and/or Golden Queen or its Subsidiaries may enter into a GQ Acquisition Agreement with respect to such Superior Proposal if, in the case of a GQ Acquisition Agreement, Golden Queen shall have, concurrently with such entry into such GQ Acquisition Agreement, terminated this Agreement pursuant to Section 6.1(d)(ii) and paid to LUK Holdco and Auvergne the Giga Board shall not effect a Giga GQ Termination Fee due under Section 6.3(b); provided, however, that no GQ Adverse Recommendation Change. Giga , entry into any GQ Acquisition Agreement and/or termination of this Agreement by Golden Queen pursuant to Section 6.1(d)(ii), shall be made until after the fifth Business Day following Auvergne’s, LUK Holdco’s and Gauss’s receipt of written notice from Golden Queen (a “4.2 Notice”) advising Auvergne, LUK Holdco and Gauss that the Board of Directors of Golden Queen intends to make such GQ Adverse Recommendation Change, enter into such GQ Acquisition Agreement and/or terminate this Agreement pursuant to Section 6.1(d)(ii) and specifying, as applicable, the Intervening Event, the terms and conditions of (and the identity of the Person or group of Persons making) the Superior Proposal, a summary of the value and financial terms that the Board of Directors of Golden Queen, after consultation with outside legal counsel and Maxit Capital LP or another outside financial advisor of national reputation, determined should be ascribed to any non-cash consideration offered under such Superior Proposal, and including copies of all materials described in Section 4.2(d)(ii) (it being understood and agreed that any amendment to the financial terms or other material terms or conditions of such Superior Proposal shall require a new 4.2 Notice and a new five (5) Business Day period); and during such period, if requested by Auvergne, LUK Holdco and Gauss, Golden Queen shall engage in good faith negotiations with Auvergne, LUK Holdco and Gauss to amend this Agreement in a manner such that the failure by the Board of Directors of Golden Queen to make a GQ Adverse Recommendation Change or to so terminate this Agreement would not be inconsistent with its fiduciary duties under applicable Law; and in determining whether to make any such GQ Adverse Recommendation Change or termination (and whether the relevant Takeover Proposal still constitutes a Superior Proposal), the Board of Directors of Golden Queen shall take into account any changes to the terms of this Agreement proposed by Auvergne, LUK Holdco and Gauss. (c) In addition to the other obligations of Golden Queen set forth in this Section 4.2: (i) Except as otherwise previously agreed to in writing by Golden Queen and LUK Holdco, Golden Queen shall, and shall cause its Representatives, Subsidiaries GQ California and Subsidiaries’ Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions, discussions or negotiations, if any, negotiations with any third party or its representatives or financing sources conducted prior to the Effective Date date of this Agreement with respect to any Takeover Proposal Proposal, and Golden Queen shall request promptly require that each Person (other than LUK Holdco) that has executed a confidentiality agreement within the 12-month period prior to the date of this Agreement in connection with consideration of any potential Takeover Proposal, to the extent required by such third party (confidentiality agreement, to return to Golden Queen or its agents destroy all confidential information heretofore furnished to such Person by or advisors) in possession on behalf of non-public information in respect of Giga Golden Queen or GQ California and any of their respective Subsidiaries that was furnished all analyses and other materials prepared by or on behalf of such party Person that contains, reflects or its respective Subsidiaries analyzes that information; and (ii) Golden Queen shall promptly advise Auvergne, LUK Holdco and Gauss in writing, and in no event later than twenty four (24) hours after receipt, if any proposal, offer or inquiry is received by, any information is requested from, or any discussions or negotiations are sought to return be initiated or destroy continued with, Golden Queen, GQ California or Representatives in respect of a Takeover Proposal, and shall, in such notice to LUK Holdco and Gauss, indicate the identity of the Person or group of Persons making such proposal, offer, inquiry or request and the terms and conditions of such proposal or offer and the nature of such inquiry or request (and confirm destruction of) all shall include with such information. Without limiting the foregoingnotice copies of any draft agreements, it is understood that any violation of financing commitment letters and other written materials and correspondence received from or the taking of actions inconsistent with the restrictions set forth in this Section 6.05 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga such Person or group of Persons relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep Auvergne, LUK Holdco and Gauss fully informed of all material developments affecting the status and terms and conditions of such proposal, offer, inquiry or request (and Golden Queen shall provide Auvergne, LUK Holdco and Gauss with copies of any additional drafts of its Subsidiariesagreements, shall be deemed to be a breach financing commitment letters and other written materials and correspondence received that relate thereto) and of the status of discussions or negotiations. (d) As used in this Section 6.05 by the applicable party.Agreement:

Takeover Proposals. Giga(a) Sense8 agrees that from and after its execution of the Original Agreement through the Effective Time, it shall not and it shall use its best efforts to cause the directors, officers, employees and shareholders, and each shall cause it Representativesall investment bankers, Subsidiaries attorneys or Subsidiaries’ Representatives as applicable, other advisors or representatives retained by Sense8 not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate (i) solicit or encourage the submission of any Takeover Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could reasonably be expected to lead constitutes, a Takeover Proposal, (iii) make or authorize any statement or recommendation in support of any Takeover Proposal, or (iv) enter into any agreement with respect to any Takeover Proposal, or, subject to Section 6.05(b. (b) Notwithstanding the foregoing paragraph (a), (i) conduct nothing contained in this Section 6.8 shall prohibit the Board of Directors, executive officers or engage shareholders of Sense8, or the investment bankers, attorneys, or other advisors or representatives retained by Sense8 from participating in any discussions or negotiations with, disclose or furnishing any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that makes a Takeover Proposal if all of the following events shall have occurred: (or its potential sources i) EAI has been notified in writing of financing) that is seeking to makesuch Takeover Proposal within 24 hours of Sense8's receipt thereof, or including the identity of the party making the Takeover Proposal and the specific terms and conditions thereof, and has made, any been given copies of such Takeover Proposal; (ii) except where such third party has made a written Takeover Proposal to the Giga Board makes of Directors of Sense8, which Takeover Proposal identifies a good faith determinationprice or range of values to be paid and based on the advice of Sense8's investment bankers, the Board of Directors of Sense8 has determined that such Takeover Proposal is financially more favorable to the shareholders of Sense8 than the terms of the Merger; (iii) Sense8's Board of Directors has determined, based on the advice of Sense8's investment bankers, that such third party is financially capable of consummating the transactions specified in the Takeover Proposal; and (iv) the Board of Directors of Sense8 has determined, after consultation with its financial advisors and outside legal counsel, that its fiduciary duties require it would or could reasonably be expected to result in a Superior Proposalfurnish information to and negotiate with such third party. Notwithstanding the foregoing, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its 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 (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board Sense8 shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause provide any non-public information to be terminated any and all existing activities, discussions, or negotiations, if any, with any such third party conducted unless (x) prior to the Effective Date with respect date thereof Sense8 has provided such information to any Takeover Proposal and shall request that EAI; (y) Sense8 has notified EAI in advance of any such third party (or its agents or advisors) in possession proposed disclosure of non-public information and has provided EAI with a description of the information Sense8 intends to disclose; and (z) Sense8 provides such non-public information pursuant to a nondisclosure agreement in respect a form satisfactory to EAI. (c) In addition to the foregoing requirements, Sense8 shall not accept or enter into any agreement concerning a Takeover Proposal until at least 48 hours after EAI's receipt of Giga and any of their respective Subsidiaries that was furnished by or on behalf a copy of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such informationTakeover Proposal. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent Upon compliance with the restrictions set forth requirements in the foregoing paragraph (b) and this paragraph (c), Sense8 shall be entitled to terminate this Agreement in accordance with the provisions of Section 6.05 by 8.1(d). (d) For purposes of this Agreement, "Takeover Proposal" means any Representative of Giga proposal or its Subsidiaries whether offer for a merger, consolidation or not such Representative is purporting to act on behalf of Giga other business combination involving Sense8 or any proposal or offer to acquire a material A-18 24 equity interest in, or a substantial portion of its Subsidiariesthe assets of, shall be deemed to be a breach of Sense8 other than by EAI as contemplated by this Section 6.05 by the applicable partyAgreement.

Takeover Proposals. Giga(a) Subject to Section 5.2(b), at all times during the period commencing with the execution and each delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall cause it Representativesnot, Subsidiaries nor shall they authorize or Subsidiaries’ knowingly permit any of their respective Representatives as applicable, not to, directly or indirectly, (i) solicit, initiateinitiate or induce the making, submission or announcement of, or knowingly take encourage, facilitate or assist, a Takeover Proposal, (ii) furnish to any action Person (other than Parent, Sub or any designees of Parent or Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Sub or any designees of Parent or Sub) access to the business or to the properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case that would reasonably be expected to result in the making, submission or announcement of, or for the purpose of knowingly encouraging, facilitating or assisting, (A) a Takeover Proposal, or (B) any inquiries that would reasonably be expected to lead to a Takeover Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to a Takeover Proposal, (iv) approve, endorse or recommend a Takeover Proposal, (v) enter into any letter of intent, memorandum of understanding or other Contract of any kind providing for, contemplating, intended to facilitate or encourage otherwise relating to, a Takeover Proposal, or (vi) authorize, commit or agree to do any of the submission foregoing. Upon execution of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any Person (other than Parent, Sub or any permitted successor or assign) conducted heretofore with respect to any Takeover Proposal. (b) Notwithstanding anything to the contrary set forth in this Agreement, if at any time prior to, (x) in the event the Stockholder Written Consent is delivered to the Company in accordance with Section 6.1(a), 11:59 p.m. New York City time on the date that is thirty (30) calendar days after the date hereof, or (y) in the event the Stockholder Written Consent is not delivered to the Company in accordance with Section 6.1(a) and this Agreement is not terminated by Parent in accordance with Section 8.1(g), the date on which the Company Stockholder Approval is obtained at the Company Stockholders’ Meeting (the “Stockholder Approval Date”), (i) the Company receives a bona fide, written and unsolicited Takeover Proposal from any Person and (ii) the Board of Directors of the Company determines in good faith (after consultation with its financial advisor, including at least one financial advisor who is not, and whose Affiliates are not, proposing to provide debt or the making of any proposal equity financing in connection with such Takeover Proposal (a “Qualified Financial Advisor”), and outside legal counsel), that such Takeover Proposal constitutes or could reasonably be expected to lead to any Takeover a Superior Proposal, or, subject to Section 6.05(b), the Company may (iA) conduct or engage in any discussions or negotiations with, disclose any furnish non-public information relating with respect to Giga the Company and its Subsidiaries, or provide access to the Business or to the properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, as applicableto the Person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement on terms that are no less favorable to the Company than those contained in the Confidentiality Agreement (such a confidentiality agreement, an “Acceptable Confidentiality Agreement”), and (B) participate or engage in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal; provided, that, in the case of any action taken pursuant to the preceding clauses (A) or (B), (1) the Company gives Parent prompt (and in any event within 24 hours following receipt) written notice of the identity of such Person and a summary of the material terms and conditions of such Takeover Proposal (including a copy thereof if in writing) and of the Company’s participation or engagement in discussions or negotiations with, or furnishing of non-public information to, afford access such Person, and (2) substantially contemporaneously with furnishing any non-public information to such Person, the Company furnishes such non-public information to Parent, to the businessextent such information has not been previously furnished by the Company to Parent. The Company shall provide Parent with a correct and complete copy of any confidentiality agreement entered into pursuant to this paragraph within 24 hours of the execution thereof. The Company shall not terminate, propertieswaive, assetsamend, books, release or records modify any material provision of Giga any confidentiality or standstill agreement to which it or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third is a party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) except where the Giga Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would or could reasonably be expected to result in a Superior Proposal, amend or grant any waiver or release under any standstill or similar agreement with respect to any class Takeover Proposal, and shall enforce the material provisions of equity securities any such agreement and shall provide Parent with copies of Giga any additional written documentation delivered to the Company or any of its Subsidiaries or its or their respective Representatives in connection therewith. For the avoidance of doubt, in the event that a third party contacts the Company or a Representative of the Company or its Affiliates orally or in writing regarding a potential Takeover Proposal, the Company shall not be in breach of this Agreement in any respect to amend the extent the Company or grant any waiver such Representative responds to such third party that it is bound by the terms of this Agreement and is unable to discuss or release under any standstill or similar agreement respond to such matters without first complying with the procedures set forth herein with respect to any class of equity securities of Giga or any of its Subsidiariessuch discussions; or (iii) enter into any agreement provided, that the Company complies with the notification obligations to Parent set forth herein 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, an “Acquisition Agreement”). Except as expressly permitted connection with such inquiry by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and 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 Effective Date with respect to any Takeover Proposal and shall request that any such third party party. (or its agents or advisorsc) in possession of non-public information in respect of Giga 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 generality of the foregoing, it is understood Parent, Sub and the Company acknowledge and hereby agree that any material violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.05 5.2 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga the Company or any of its SubsidiariesSubsidiaries (in the case of any such Representative who is an investment banker, financial advisor, attorney, accountant or other advisor, to the extent that such Representative is or has been engaged by the Company in connection with the transactions contemplated hereby) shall be deemed to be a breach of this Section 6.05 5.2 by the applicable partyCompany. (d) In addition to the obligations of the Company set forth in paragraphs (a), (b) and (c) of this Section 5.2, the Company shall promptly (and in any event within 24 hours following receipt) notify Parent orally and in writing if the Company or any of its Subsidiaries, or any of its or their respective Representatives, receives (i) any Takeover Proposal, (ii) any request for information that would reasonably be expected to lead to a Takeover Proposal or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Takeover Proposal, such notice to include a summary of the material terms and conditions of such Takeover Proposal, request or inquiry (including a copy, if made in writing), and the identity of the Person making any such Takeover Proposal, request or inquiry. The Company shall keep Parent reasonably informed on a current basis of the status and terms of any such Takeover Proposal, request or inquiry, any material modifications to the terms thereof and any other material developments related thereto. (e) For purposes of this Agreement: