Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Except as set forth in this Section 6.1, the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it not authorize or permit any Subsidiary of it or any of its or their directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regardingwith, or furnish to any person any non-public information with respect to, assist any Person (other than the Parent or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior or anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counselAgreement, in response to a bona fide, unsolicited fide written Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow result from a material breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (xA) furnish non-public information with respect to the Company and its Subsidiaries to any Person (and the person Representatives of such Person) making such an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its Representatives financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a customary confidentiality agreement not less restrictive in any material respect with terms no less favorable respect to the Company Qualified Person than the Confidentiality Agreement (as defined in Section 9.3) Agreement, and (yB) participate engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such person and its Representatives Qualified Person) regarding any such Acquisition Proposal. Without limiting the foregoing, it is agreed The Company agrees that any violation material violations of the restrictions set forth in this Section 6.1(a) 6.1 by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, its Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.1) by the Company. The Company (x) shall not, and shall cause its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement; provided, however, that the Company and its Subsidiaries may terminate, waive, amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of any unsolicited Acquisition Proposal if the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with the fiduciary duties of the Company Board to the stockholders of the Company under applicable Law. The Company will promptly provide to the Parent any non-public information concerning the Company or its Subsidiaries provided or made available pursuant to this Section 6.1(a) by which was not previously provided or made available to the CompanyParent.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.16.2, neither it nor any of its Subsidiaries nor any of the Company shall not, nor shall it authorize or permit any Subsidiary officers and directors of it or any of its or their directorsSubsidiaries shall, officers, and that it shall use its best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, solicit or encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any non-public information or data to any person any information with respect Person relating to, assist or participate in any Acquisition Proposal; or (iii) otherwise facilitate knowingly any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any make an Acquisition Proposal. Notwithstanding anything in the foregoing and subsection (e) belowto the contrary, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)time, but not after, the Company mayRequisite Vote is obtained, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide, unsolicited fide written Acquisition Proposal made providing for the acquisition of more than 50% of the assets (on a consolidated basis) or received after total voting power of the date equity securities of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom if the Company furnished receives from the Person so requesting such information prior an executed confidentiality agreement on terms not less restrictive to the date hereof) that the Company Board or any special committee determines other party than those contained in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.39.7); it being understood that such confidentiality agreement does not have to include a provision prohibiting the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal; and/or (C) after having complied with Section 6.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, and (y) participate in discussions each such case referred to in clause (A) or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting (B) above, the foregoing, it is agreed that any violation board of the restrictions set forth in this Section 6.1(a) by any Representative directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or any Subsidiary is reasonably likely to result in a Superior Proposal; and (z) in the case referred to in clause (C) above, the board of it, whether or not such person is purporting to act on behalf directors of the Company or otherwise, shall be deemed to be determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a breach of this Section 6.1(a) by the CompanySuperior Proposal.

No Solicitation or Negotiation. Except as set forth in this Section 6.1During the Pre-Closing Period, the Company agrees that it and its Subsidiaries shall not, nor and that it shall it authorize or permit any Subsidiary of it or any use its commercially reasonable efforts to ensure that none of its or their its Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, representatives collectively, “Representatives”) to shall, directly or indirectly, take any of the following actions: (i) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information) any inquiries or the making of any proposal or offer that constitutes(including any proposal from or offer to the Company’s shareholders) with respect to, or could that would reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; orProposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect toor grant access to its properties, assist books and records or participate personnel in any effort or attempt by any person with respect to, or otherwise cooperate in any way connection with, any Acquisition Proposal Proposal; or (iii) terminate, release, amend, waive or modify any provision of any confidentiality, standstill or similar agreement to which it or any inquiryof its Subsidiaries is a party (or fail to take reasonable measures to enforce the provisions of any such agreements), proposal or offer that could reasonably be expected take any action to lead exempt any person (other than Parent, Merger Sub and their Affiliates) from the restrictions on “business combinations” contained in Section 203 of the DGCL or otherwise cause such restrictions not to any Acquisition Proposalapply. Notwithstanding the foregoing and subsection (e) belowforegoing, the Company may, but only prior to the approval and adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company mayMeeting, to the extent required by failure to do so would reasonably be expected to result in a breach of the fiduciary obligations duties to stockholders of the Company Board or any special committee thereofunder applicable law, as determined in good faith by the Company Board or any such special committee, Special Committee after consultation with its outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal made or received by the Company after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee Special Committee determines in good faith after consultation with its outside counsel and its financial advisor (which shall be First Albany or another nationally recognized investment banking firm) is reasonably likely expected to lead to result in a Superior Proposal (as defined below in Section 6.1(f))Proposal, in each case that case, so long as such Acquisition Proposal did not follow result from a breach by the Company of this Section 6.1, 6.1 and subject to compliance the Company has complied with this Section 6.1(c)6.1 in all material respects, (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and Agreement, (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting , and (z) waive any standstill provisions related to the foregoing, it is agreed submission of such Acquisition Proposal; provided that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or shall substantially contemporaneously make available to Parent and Merger Sub (to the extent it has not previously done so) all nonpublic information made available to such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Companymaking such Acquisition Proposal.

No Solicitation or Negotiation. Except as set forth in Subject to the terms of Section 7.3(b), during the period commencing on the date of this Section 6.1Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, the Company shall notwill, nor shall it authorize or permit any Subsidiary of it or any of and will cause its or Subsidiaries, and its and their directors, officersemployees and officers to, employeesand will use reasonable best efforts to cause its and their consultants, investment bankersagents, attorneysrepresentatives and advisers (collectively with its Subsidiaries, accountants or other advisors or representatives (such directors, officers, officers and employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly to, (w) immediately cease any discussions or indirectly: negotiations with any Person and its Affiliates and Representatives (iother than Parent, Merger Sub and their Affiliates and Representatives) solicitthat may be ongoing in connection with any Acquisition Proposal or any other proposal, initiateoffer, encourage inquiry or facilitate any inquiries or the making of any proposal or offer request that constitutes, or could reasonably be expected to lead toresult in, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any an Acquisition Proposal. Notwithstanding the foregoing and subsection , (ex) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting promptly (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received but no later than two (2) Business Days after the date of this Agreement Agreement) request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person (includingother than Parent, without limitation, Merger Sub and their Affiliates and Representatives) with whom a confidentiality agreement was entered into (or such non-public information was provided to) in connection with its consideration of an Acquisition Proposal received from a person with whom the Company had discussions Transaction or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c)Acquisition Proposal, (xy) furnish cease providing any further information with respect to the Company to the person making such Group or any Acquisition Proposal to any such Person or its Representatives, and (z) promptly (but no later than 24 hours after the date of this Agreement) terminate all access granted to any such Person and its Representatives to any physical or electronic data room and any access to the business, properties, assets, books, records or other non-public information or to personnel of the Company Group. Subject to the terms of Section 7.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to a customary confidentiality agreement with terms no less favorable Article X and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Representatives to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly induce, encourage, facilitate or assist, any proposal, offer or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub and their Affiliates and Representatives) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub and their Affiliates and Representatives), in any such case with the Confidentiality Agreement intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries, offers or the making of any proposal that constitutes an Acquisition Proposal; (as defined in Section 9.3iii) and (y) participate participate, enter into, or engage in discussions or negotiations with any Person with respect to any inquiry or proposal that constitutes an Acquisition Proposal (except, in each case, solely to notify such person and its Representatives regarding Person in response to an unsolicited inquiry that the provisions of this Section 7.3(a) prohibit any such discussions or negotiations); (iv) approve, endorse or recommend any inquiry, offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal. Without limiting ; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize, propose, resolve, authorize, agree or commit to do any of the foregoing, it is agreed that any violation . From the date of this Agreement until the earlier to occur of the restrictions set forth termination of this Agreement pursuant to Article X and the Effective Time, the Company will not be required to enforce, and will, in this Section 6.1(aresponse to any bona fide written request and to the extent necessary to permit a proposal to be made to the Company Board, be permitted to waive, any provision of any standstill or confidentiality agreement, in each case, solely to the extent that (w) the Company Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law, (x) absent such action by any Representative the Company, the applicable standstill or confidentiality agreement would prevent such counterparty from making an unsolicited non-public Acquisition Proposal, and (y) such non-enforcement and waiver is limited in time and scope solely to the extent required so as not to be inconsistent with fiduciary duties of the Company or any Subsidiary of it, whether or not such person is purporting Board pursuant to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Companyapplicable law.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, the Merger Partner and Public Company shall not, nor shall it either of them authorize or permit any Subsidiary of it their respective Subsidiaries or any of its their or their Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, encourage or take any other action designed to facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal. Notwithstanding the foregoing, if at any time prior to the approval of the Public Company Voting Proposals (the “Specified Time”) Public Company receives an unsolicited, written Acquisition Proposal from any person or any inquirygroup of persons that did not result from a breach by such party of this Section 6.1, proposal (A) Public Company may contact such person or offer group of persons to clarify the terms and conditions thereof and (B) if Public Company Board determines in good faith, after consultation with outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to any Acquisition a Superior Proposal. Notwithstanding the foregoing and subsection (e) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the then Public Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company it to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Superior Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) or the taking of any actions inconsistent with the restrictions set forth in this Section 6.1(a) by any Representative of the Public Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwiseits Subsidiaries, shall be deemed to be a breach of this Section 6.1(a) by the Public Company.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, during the Pre-Closing Period the Company shall not, nor shall it the Company authorize or permit any Subsidiary of it or any of its or their Subsidiaries to, nor shall the Company authorize its directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect tofor the purpose of encouraging or facilitating, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding anything to the foregoing and subsection (e) belowcontrary set forth in this Agreement, prior to the adoption approval of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the failure to do so could reasonably constitute a breach of fiduciary obligations of the Company Board or any special committee thereofunder applicable law, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, (A) in response to a Superior Proposal or a bona fide, unsolicited written Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f))Proposal, in each case that did not follow result from a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not, in the aggregate, less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate engage in discussions or negotiations (including solicitation of a revised Superior Proposal or Acquisition Proposal) with such person and its Representatives regarding any Superior Proposal or Acquisition Proposal. Without limiting the foregoing, it and (B) in response to a Superior Proposal or an inquiry that is agreed reasonably likely to lead to a Superior Proposal, in each case that any violation of the restrictions set forth in this Section 6.1(a) did not result from a breach by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company6.1, and subject to compliance with Section 6.1(c), amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock.

No Solicitation or Negotiation. Except as set forth in this Section 6.1Each of the Acquired Corporations shall, the Company and shall not, nor shall it authorize or permit any Subsidiary of it or any of cause its or their respective directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to (i) immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal and request, not later than five (5) business days following the date hereof, the prompt return or destruction (followed by a written certification of destruction) of all confidential information previously furnished to such parties or their representatives, and (ii) except as permitted below in this Section 6.1(a), not modify, waive, amend or release any standstill, confidentiality or similar agreements entered into prior to the date hereof or any confidentiality agreement entered into by Acquired Corporation between the date hereof and the Effective Time. From the date of this Agreement until the Effective Time, except as set forth in this Section 6.1, none of the Acquired Corporations shall, nor shall any of them authorize or permit any of its Representatives to, directly or indirectly: (i) solicit, initiate, or knowingly or intentionally encourage or facilitate facilitate, any inquiries inquiries, offers or the making of any proposal or offer proposals that constitutesconstitute, or could would reasonably be expected to lead to, any Acquisition Proposal (Proposal, including, without limitation and except as defined below in permitted by Section 6.1(f)6.1(c), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person Person any non-public information with respect to, assist or participate in any effort or attempt by any person Person with respect to, or otherwise knowingly or intentionally cooperate in any way with, any Acquisition Proposal or (provided, however, that providing notice of the restrictions set forth in this Section 6.1 to a third party in response to any such inquiry, proposal request or offer that could reasonably Acquisition Proposal shall not, in and of itself, be expected to lead to any Acquisition Proposaldeemed a breach of this Section). Notwithstanding the foregoing and subsection (e) belowforegoing, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Acceptance Date, the Company may, to the extent required by the failure to take such action would be inconsistent with the fiduciary obligations duties of the Company Board or any special committee thereofunder applicable Legal Requirements, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a an unsolicited, bona fide, unsolicited fide written Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor advisor, if any, is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case and that did not follow result from a breach by the Company of of, or actions by its Representatives inconsistent with, this Section 6.1Section, and subject to compliance with Section 6.1(c), (x) furnish non-public information with respect to the Company Acquired Corporations to the person Person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person Person and its Representatives regarding any such Acquisition Proposal, if, in the case of either clause (x) or (y), prior to taking such action the Company enters into an Acceptable Confidentiality Agreement. Without limiting In addition, prior to the Acceptance Date, the Company may, to the extent required by the fiduciary duties of the Company Board under applicable Legal Requirements, as determined in good faith by the Company Board after consultation with outside counsel, waive standstill provisions in effect with a third party whose identity has been disclosed to Parent, in response to an unsolicited request from such third party for such a waiver, provided such party has either made a Superior Proposal or has expressed to the Company an intention to make an Acquisition Proposal that the Company Board determines in good faith after consultation with outside counsel and its financial advisor, if any, is reasonably likely to lead to a Superior Proposal. Promptly following the execution of this Agreement, the Company shall instruct its Representatives as to the restrictions set forth in this Section 6.1(a) and direct them to comply with its provisions and shall thereafter use its reasonable best efforts to assure that the Company Representatives comply with such instructions. Notwithstanding the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of itits Subsidiaries, whether or not such person Person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except From the date of this Agreement until the Effective Time, except as set forth in this Section 6.15.1, none of the Company shall notAcquired Corporations shall, nor shall it authorize or permit any Subsidiary of it or any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to ), directly or indirectly: (i) solicit, initiate, or knowingly or intentionally encourage or facilitate facilitate, any inquiries inquiries, offers or the making of any proposal or offer proposals that constitutesconstitute, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f))including, including without limitation limitation, amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock, except as expressly permitted by this Section); or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person Person any non-public information with respect to, assist or participate in any effort or attempt by any person Person with respect to, or otherwise knowingly or intentionally cooperate in any way with, any Acquisition Proposal or (provided, however, that providing notice of the restrictions set forth in this Section 5.1 to a third party in response to any such inquiry, proposal request or offer that could reasonably Acquisition Proposal shall not, in and of itself, be expected to lead to any Acquisition Proposaldeemed a breach of this Section). Notwithstanding the foregoing and subsection (e) belowforegoing, prior to the adoption of this Agreement at time that the Required Company Stockholders’ Meeting Shareholder Vote has been obtained (the “Company Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereofBoard, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a an unsolicited, bona fide, unsolicited fide written Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a “Superior Proposal (as defined below in Section 6.1(f)), Proposal,” in each case that did not follow result from a breach by the Company of of, or actions by its Representatives inconsistent with, this Section 6.1Section, and subject to compliance with Section 6.1(c5.1(c), (x) furnish non-public information with respect to the Company to the person Person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) Representatives, and (y) participate in discussions or negotiations with such person Person and its Representatives regarding any such Acquisition Proposal, if, in the case of either clause (x) or (y), prior to taking such action the Company enters into a customary confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a5.1(a) by any Representative of the Company or any Subsidiary of itits Subsidiaries, whether or not such person Person is purporting purported to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a5.1(a) by the Company. 5.1 (b) No Change in Recommendation or Alternative Acquisition Agreement. Neither the Company Board nor any committee thereof shall: (i) except as set forth in this Section, withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, in a manner adverse to Parent or the Merger Sub, the approval or recommendation by the Company Board or any such committee of the adoption of this Agreement (a “Company Adverse Recommendation Change”); (ii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal; or (iii) authorize, cause or permit any of the Acquired Corporations to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement (an “Alternative Acquisition Agreement”) constituting or relating to any Acquisition Proposal (other than a confidentiality agreement referred to in Section 5.1(a) entered into in the circumstances referred to in Section 5.1(a)). Notwithstanding the foregoing, at any time prior to the Company Specified Time and subject to Section 5.1(c), the Company Board may, in response to an Acquisition Proposal that the Company Board determines in good faith (after consultation with its outside counsel and its financial advisor) constitutes a Superior Proposal and that was unsolicited and made after the date hereof and that did not otherwise result from a breach of this Section 5.1, make an Adverse Recommendation Change if the Company Board has concluded in good faith, after consultation with its outside counsel, that, in light of such Superior Proposal, the failure of the Company Board to effect a Company Adverse Recommendation Change would result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change pursuant to this sentence unless the Company has: (A) provided to Parent five business days’ prior written notice (such notice, a “Notice of Superior Proposal”), which notice shall not be deemed to be a Company Adverse Recommendation Change, advising Parent that the Company Board intends to take such action and specifying the reasons therefor, including the then current material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board and the identity of the Person making the proposal (it being understood and agreed that any material amendment to any term of any such Superior Proposal shall require a new Notice of Superior Proposal and a new three business day period), (B) during such five business day period (or three business day period, in the case of an amendment) if requested by Parent, the Company engaged in good faith negotiations with Parent to amend this Agreement in such a manner that any Acquisition Proposal which was determined to constitute a Superior Proposal no longer is a Superior Proposal and (C) at the end of such period such Acquisition Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account any changes to the terms of this Agreement proposed by Parent following a Notice of Superior Proposal, as a result of the negotiations required by clause (B) or otherwise). Nothing in this Section 5.1 shall be deemed to (A) impermissibly circumscribe the ability of the Company Board to fulfill its fiduciary duty; (B) create an inference of Parent’s consent to the Company’s taking any action described in clauses (ii) or (iii) of the first sentence of this Section 5.1(b), or (C) except upon a termination of this Agreement pursuant to Section 7.1(i), limit the Company’s obligation to call, give notice of, convene and hold the Shareholders’ Meeting, regardless of whether the Company Board has effected a Company Adverse Recommendation Change.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it not permit or authorize or permit any Subsidiary of it or any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to to, directly or indirectly: (i) solicit, initiateinitiate or knowingly encourage, encourage or take any action to knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f))Proposal, including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding anything to the foregoing and subsection (e) belowcontrary set forth in this Agreement, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations receipt of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counselStockholder Approval, in response to a bona fide, unsolicited fide Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow result from a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), the Company may, to the extent the failure to do so would be inconsistent with the fiduciary obligations of the Company Board, as determined in good faith after consultation with outside counsel, (xA) furnish information with respect to the Company to any person (and the person Representatives of such person) making such an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its Representatives financial advisors) is reasonably likely to lead to a Superior Proposal (a “Qualified Bidder”), pursuant to a customary confidentiality agreement with terms no not materially less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) but which need not have standstill provisions), and (yB) participate engage in discussions or negotiations with such person a Qualified Bidder and its Representatives regarding any such Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation Proposal (including solicitation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Companyrevised Acquisition Proposals).

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.16.2, the Company shall not, neither it nor shall it authorize or permit any Subsidiary of it or its Subsidiaries nor any of its or their officers, directors, officersand representatives of it or its Subsidiaries shall, and that it shall use its best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, solicit or encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any non-public information or data to any person any information with respect Person relating to, assist any Acquisition Proposal; or (iii) otherwise facilitate any effort or attempt to make an Acquisition Proposal. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, Merger Sub acquires Shares in the Offer, the Company may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of more than fifty percent (50%) of the assets (on a consolidated basis) or total voting power of the equity securities of the Company if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7) and an executed standstill agreement, and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any effort discussions or attempt by negotiations with any person Person who has made such an unsolicited bona fide written Acquisition Proposal; or (C) after having complied with respect toSection 6.2(c), approve, recommend, or otherwise cooperate in any way withdeclare advisable or propose to approve, any Acquisition Proposal recommend or any inquiry, proposal declare advisable (publicly or offer that could reasonably be expected to lead to any otherwise) such an Acquisition Proposal. Notwithstanding , if and only to the foregoing and subsection extent that, (ex) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting taking any action described in clause (the “Specified Time”A), (B) or (C) above, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside legal counsel that such action is necessary in order for such directors to comply with the directors’ fiduciary duties under applicable Law, and (y) in each such case referred to in clause (A) or (B) above, the Company Board has determined in good faith based on the information then available and after consultation with its outside legal counsel and with its financial advisor is reasonably likely to lead to that such Acquisition Proposal constitutes a Superior Proposal (as defined below in Section 6.1(f)below), and (z) in each the case that did not follow a breach by referred to in clause (C) above, the Company of this Section 6.1, Board determines in good faith (after consultation with its outside legal counsel and subject to compliance with Section 6.1(c), (xits financial advisor) furnish information with respect to the Company to the person making that such Acquisition Proposal and its Representatives pursuant to is a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Superior Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except as set forth in this Section 6.1During the Pre-Closing Period, neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of cause its or their directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or and representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer that constitutes(including any proposal from or offer to the Company’s shareholders) with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect toor grant access to its properties, assist books and records or participate personnel in any effort or attempt by any person with respect to, or otherwise cooperate in any way connection with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding anything to the foregoing and subsection (e) belowcontrary set forth in this Agreement, the Company may, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Voting Proposal only, the Company may, solely to the extent required by the fiduciary obligations of necessary for the Company Board or any special committee thereofto comply with its fiduciary obligations under applicable law, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal made or (satisfying clause (i) of the definition thereof) received by the Company after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is could reasonably likely be expected to lead to result in a Superior Proposal (as defined below in Section 6.1(f))Proposal, in each case that case, so long as such Acquisition Proposal did not follow result from a material breach by the Company of this Section 6.1 and the Company has complied in all material respects with this Section 6.1, and subject to compliance with including Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not materially less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and Agreement, (y) participate in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(aProposal (but only after (I) by any Representative of such person enters into a confidentiality agreement with the Company or any Subsidiary of itat least as restrictive as the Confidentiality Agreement and (II) concurrently with the delivery to such person, whether or not such person is purporting to act on behalf of the Company delivers to the Buyer all such information not previously provided to the Buyer), and (z) amend, or otherwisegrant a waiver or release under, shall be deemed any standstill or similar agreement with respect to any Company Common Stock; provided, however, that the Company may only so amend or so grant a waiver or release (i) to the extent that the Company has also previously or concurrently amended or granted a release or waiver under any standstill or similar agreement affecting the Buyer and its Affiliates and (ii) to the extent necessary to permit non-public proposals to be a breach of this Section 6.1(a) by made to the CompanyCompany Board.

No Solicitation or Negotiation. Except as set forth in this Section 6.1During the Pre-Closing Period, neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of cause its or their directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer that constitutes(including any proposal from or offer to the Company’s stockholders) with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information with respect toor grant access to its properties, assist books and records or participate personnel in any effort or attempt by any person with respect to, or otherwise cooperate in any way connection with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, to the extent required by the fiduciary obligations of necessary for the Company Board or any special committee thereofto comply with its fiduciary obligations under applicable law, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received by the Company after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is would reasonably likely be expected to lead to result in a Superior Proposal (as defined below in Section 6.1(f))Proposal, in each case that case, so long as such Acquisition Proposal did not follow result from a material breach by the Company of this Section 6.1 and the Company has complied in all material respects with this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person Person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not materially less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and 6.4); provided that contemporaneously with furnishing any such nonpublic information to such third party, the Company furnishes such nonpublic information to Buyer (to the extent that such nonpublic information has not been previously so furnished), (y) participate in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person Person and its Representatives regarding any Acquisition Proposal, and (z) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock. Without limiting As promptly as practicable (and in any event no later than 24 hours) after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry that would reasonably be expected to lead to an Acquisition Proposal or from any Person seeking to have discussions or negotiations with the foregoingCompany relating to a possible Acquisition Proposal, it is agreed that any violation the Company shall provide Buyer with notice of such Acquisition Proposal, request or inquiry, including: (i) the material terms and conditions of such Acquisition Proposal, request or inquiry; (ii) the identity of the restrictions set forth in this Section 6.1(aPerson or group making any such Acquisition Proposal, request or inquiry; and (iii) a copy of all written materials provided by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall provide Buyer with 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is expected to consider any Acquisition Proposal or any such inquiry or to consider providing nonpublic information to any Person. The Company shall notify Buyer, in writing, of any decision of its Board of Directors as to whether to consider such Acquisition Proposal, request or otherwiseinquiry or to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any Person, which notice shall be deemed given as promptly as practicable after such meeting (and in any event no later than 24 hours after such determination was reached and 24 hours prior to be entering into any discussions or negotiations or providing any nonpublic information or data to any Person). The Company agrees that it shall promptly provide Buyer with oral and written notice setting forth all such information as is reasonably necessary to keep Buyer currently informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by this Section) and shall promptly provide Buyer a breach copy of this Section 6.1(a) all written materials subsequently provided to, by the Companyor on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.16.2, neither it nor any of its Subsidiaries nor any of the Company shall not, nor shall it authorize or permit any Subsidiary officers and directors of it or any of its or their directorsSubsidiaries shall, officers, and that it shall use its commercially reasonable efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly facilitate or encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish to or provide any person any non-public information with respect to, assist or participate in any effort or attempt by any person with respect data to, or otherwise cooperate in any way with, any Person relating to, any Acquisition Proposal or any inquiry, inquiry or proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection ; or (eiii) belowwaive, prior terminate, modify or fail to the adoption enforce any “standstill” or confidentiality or similar obligation of this Agreement at the Company Stockholders’ Meeting any Person (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or other than any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereofparty hereto) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company or any of its Subsidiaries. Notwithstanding anything in the foregoing to the person making such contrary, prior to the time, but not after, the Requisite Company Vote is obtained, the Company may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal and its Representatives pursuant providing for a merger or consolidation or acquisition of assets representing at least 50% of the consolidated revenues, net income or assets of the Company or more than 50% of the total voting power of the equity securities of the Company; provided, that (x) prior to providing such information, the Company enters into a customary confidentiality agreement with such Person on terms no not less favorable restrictive to the Company such Person than those contained in the Confidentiality Agreement (as defined in Section 9.36.5(c)) and (y) such confidentiality agreement shall not prohibit the Company from providing any information to Parent and such confidentiality agreement need not contain a standstill provision, and the Company promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such person an unsolicited bona fide written Acquisition Proposal; or (C) after having complied with Section 6.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (I) such Acquisition Proposal was not solicited, initiated, encouraged or facilitated in breach of this Section 6.2, (II) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, (III) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its Representatives regarding any financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (IV) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a6.2(a) by any Representative of the Company or any Subsidiary of itits Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a6.2(a) by the Company. Notwithstanding the foregoing, the Company and its Representatives may in any event have discussions with any Person solely to clarify and understand the terms and conditions of any inquiry or proposal made by such Person.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the Specified Time, neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of cause its or their directors, officersofficers and senior management not to and shall use reasonable efforts to cause its other Representatives not to, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, initiate or knowingly facilitate or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal; (ii) provide any non-public information concerning the Company or any of its Subsidiaries to any Person or group who has made or would reasonably be expected to make any Acquisition Proposal or for the purpose of encouraging or facilitating any Acquisition Proposal; (as defined below in Section 6.1(f)), including without limitation amending iii) amend or granting any grant a waiver or release under any standstill or similar agreement with respect to any Company Common StockStock (other than for Parent or its Affiliate), except under the circumstances permitted under this Section 6.1(a); or (iiiv) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to regarding any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior or anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), if at any time prior to the Acceptance Time, (xi) the Company has received after the date of this Agreement a written Acquisition Proposal that did not result from a material breach of this Section 6.1, and (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal (the Person making such Acquisition Proposal, a “Qualified Person”) and that the failure to take such action described in clause (A) or clause (B) below would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable law, then the Company may (A) furnish non-public information with respect to the Company to the person making such Acquisition Proposal and its Subsidiaries to such Qualified Person (and the Representatives of such Qualified Person), pursuant to a customary confidentiality agreement not materially less restrictive with terms no less favorable respect to the Company confidentiality and non-use obligations of the Qualified Person than the Confidentiality Agreement (as defined provided, that the Company shall substantially concurrently provide to Parent, in Section 9.3accordance with the terms of the Confidentiality Agreement, any non-public written information and any other material non-public information concerning the Company and its Subsidiaries that is provided to (or given access to) such Qualified Person and which was not previously provided or made available to Parent), (yB) participate engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any such person Qualified Person (and its the Representatives of such Qualified Person) regarding any such Acquisition Proposal. Without limiting the foregoingProposal and (C) amend, it is agreed that or grant a waiver or release under, any violation of the restrictions set forth in this Section 6.1(a) by standstill or similar agreement with respect to any Representative of the Company or Common Stock with any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanyQualified Person.

No Solicitation or Negotiation. Subject to the provisions of this Section 6.1, following the No-Shop Start Date, the Company shall immediately cease or cause to be terminated any activities that would otherwise be a violation of the restrictions set forth in this subsection (b) conducted theretofore by the Company or its Representatives with respect to any Acquisition Proposal; provided, however that notwithstanding such restrictions the Company may continue discussions or negotiations with any person pursuant to and in accordance with this Section 6.1 that has made an Acquisition Proposal on or prior to the No-Shop Start Date if the Company’s Board of Directors determines in good faith (after consultation with outside counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), none of the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of use all commercially reasonable efforts to cause its or their directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, encourage seek, knowingly encourage, knowingly facilitate, knowingly support or facilitate respond to any inquiries or requests for any information with respect to, or the making of making, announcement or submission of, any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) engage, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect tofor the purpose of encouraging or facilitating, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counselAgreement, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow result from a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), the Company may (xA) furnish information with respect to the Company to any person (and the person Representatives of such person) making such an Acquisition Proposal that the Company Board first determines in good faith (after consultation with outside counsel and its Representatives financial advisors) either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, pursuant to a customary confidentiality agreement with terms no not materially less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and (yB) participate engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Representatives regarding any such Acquisition Proposal, and amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock (a copy of which was provided to the Buyer prior to the execution of this Agreement). Without limiting the foregoing, it is agreed The parties agree that any violation of the restrictions set forth in terms of this Section 6.1(a) 6.1 by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, Representatives shall be deemed to be a breach of this Section 6.1(a) 6.1 by the CompanyCompany and its Subsidiaries.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of use reasonable efforts to cause its or their and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, encourage or facilitate knowingly induce or encourage, any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information with respect tofor the purpose of encouraging, assist facilitating or participate in any effort or attempt by any person with respect toinducing, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to the making of any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior anything to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined contrary set forth in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in including Section 6.1(f)), in each case response to an Acquisition Proposal that did not follow result from a breach by of this Agreement and that the Company of this Section 6.1Board determines in good faith (after consultation with outside counsel and its financial advisors) could be reasonably expected to lead to a Superior Proposal, and subject to compliance with Section 6.1(c), the Company may (xA) furnish information with respect to the Company to any Person (and the person Representatives of such Person) making such Acquisition Proposal and its Representatives Proposal, pursuant to a customary confidentiality agreement with terms no not materially less favorable to restrictive of the Company other party than the Confidentiality Agreement Agreement, (as defined in Section 9.3B) and (y) participate engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person Person and its Representatives regarding any such Acquisition Proposal. Without limiting the foregoing, it is agreed that and (C) amend, or grant a waiver or release under, any violation of the restrictions set forth in this Section 6.1(a) by standstill or similar agreement with respect to any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanyCommon Stock.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.17.2, neither it nor any of its Subsidiaries nor any of the Company shall not, nor shall it authorize or permit any Subsidiary officers and directors of it or any of its or their directorsSubsidiaries shall, officers, and that it shall instruct and shall use its best efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants or and other advisors advisors, agents or representatives (such directors, officers, employees, investment bankers, attorneys, accountantsaccountants and other advisors, other advisors and agents, or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, knowingly facilitate, solicit or encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide or make available any non-public information or data to any person Person relating to the Company or any information with respect to, assist or participate in any effort or attempt by any person with respect of its Subsidiaries relating to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could would reasonably be expected to lead to to, any Acquisition Proposal, except to notify such Person of the existence of this Section 7.2. Notwithstanding anything in the foregoing and subsection (e) belowto the contrary, prior to the adoption of this Agreement at date on which the Company Stockholders’ Meeting (the “Specified Time”)Requisite Vote is obtained, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, may (A) provide information in response to a bona fide, unsolicited request therefor by a Person who has made a written Acquisition Proposal made providing for the acquisition of more than 50% of the assets (on a consolidated basis), or received after total voting power of the date equity securities of this the Company if, and only if, (i) the Company receives from the Person so requesting such information, an executed confidentiality agreement on terms not less restrictive to the other party in any material respect than those contained in the Confidentiality Agreement (includingas defined in Section 10.7) (it being understood that such confidentiality agreement need not contain any “standstill” provision or otherwise prohibit the making, without limitationor amendment, of an Acquisition Proposal received from a person with whom Proposal, but it may not restrict the Company had from complying with this Section 7.2(a)) and (ii) the Company promptly (and in any event within thirty-six (36) hours of providing such information) discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage in any discussions or to whom the Company furnished information prior negotiations with any Person who has made such an Acquisition Proposal, subject to the date hereofconditions contained in clause (A)(i)-(ii) that above; or (C) ascertain facts from the party making such Acquisition Proposal for the purpose of informing the Company Board about the Acquisition Proposal and the party making such Acquisition Proposal, in each such case referred to in clause (A) or any special committee (B) above, if and only if the Company Board determines in good faith after consultation with its outside legal counsel and its financial advisor is that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or could reasonably likely be expected to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by and the Company of this Section 6.1Board determines in good faith, and subject after consultation with outside legal counsel, that the failure to compliance take such action would be inconsistent with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation fiduciary duties of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company’s directors under applicable Law.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, the Company shall not, nor shall it (i) authorize or permit any Subsidiary of it its Subsidiaries or (ii) authorize or knowingly permit any of its or their its Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants or other advisors advisors, agents or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to to, directly or indirectly: (i) solicit, initiate, encourage or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Company Acquisition Proposal (as defined below in Section 6.1(f))Proposal, including without limitation (A) approving any transaction under Section 203 of the DGCL, (B) approving any person becoming an “interested stockholder” under Section 203 of the DGCL, or (C) amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock, Parent ADSs or Parent Ordinary Shares, respectively; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person or permit any person access to any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Company Acquisition Proposal. Notwithstanding the foregoing and subsection (e) belowforegoing, prior to the adoption of this Agreement at the Company Stockholders’ Stockholders Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereofBoard, as determined in good faith by the Company Board or any such special committeeBoard, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Qualifying Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow result from a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Qualifying Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition such Qualifying Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the "Specified Time"), the Company shall not, nor shall it cause, authorize or permit any Subsidiary of it its Subsidiaries or Affiliates or any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “"Representatives”") of the Company or its Subsidiaries not to directly or indirectly: (i) solicit, initiate, encourage or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f))Proposal, including without limitation amending approving any transaction (or granting any waiver or release person becoming an "interested stockholder") under any standstill or similar agreement with respect to any Company Common StockSection 203 of the DGCL; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counselforegoing, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow result from a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), the Company may (x) furnish information with respect to the Company to any person (and the person Representatives of such persons) making such an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its Representatives financial advisors) is reasonably likely to result in a Superior Proposal, pursuant to a customary confidentiality agreement with terms no not materially less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3which need not have standstill provisions) and (y) participate engage in discussions or negotiations with such person and its Representatives regarding any such Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Affiliate or Representative of the Company or any Subsidiary of itits Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except The Company hereby covenants that, except as set forth in expressly permitted by this Section 6.16.2, the Company shall not, nor and the Company shall it authorize or permit any Subsidiary of it or any of instruct and use its or their reasonable best efforts to cause its officers, directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such officers, directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) to not to, directly or indirectly, and on becoming aware of, shall take reasonable action to stop its Representatives from continuing to: (i) solicit, initiate, initiate or encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f6.2(d)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information with respect tofor the purpose of encouraging or facilitating, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing The Company shall, and subsection (e) belowshall direct its Representatives to, cease immediately and cause to be terminated all discussions and negotiations that commenced prior to the adoption date of this Agreement at regarding any Acquisition Proposal existing on the Company Stockholders’ Meeting (date of this Agreement. Notwithstanding anything to the “Specified Time”), contrary set forth in this Agreement the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined determines in good faith by the Company Board or any such special committeefaith, after consultation with its outside counsel, that such action is likely required under applicable Law, in response to (A) a Superior Proposal (as defined in Section 6.2(d)) or (B) a bona fide, unsolicited written Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to could lead to a Superior Proposal (as defined below in Section 6.1(f))any such Acquisition Proposal, in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c“Potential Superior Proposal”), (x1) furnish information with respect to the Company to the person Person making such Acquisition Superior Proposal or Potential Superior Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not less favorable to restrictive of the Company other party (except that it need not include any “standstill” provisions) than the Confidentiality Agreement, dated January 13, 2005, between Parent and the Company (the “Confidentiality Agreement”) (provided, however, that, to the extent any such confidentiality agreement does not contain any “standstill” provisions, the Confidentiality Agreement shall be automatically amended (as defined without any further action by the parties) such that the “standstill” provisions in Section 9.3) the Confidentiality Agreement restricting activities of Parent and its Subsidiaries shall be deleted), and (y2) participate in discussions or negotiations (including solicitation of such a revised Superior Proposal or Potential Superior Proposal) with such person Person and its Representatives regarding any Acquisition such Superior Proposal or Potential Superior Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the Specified Time, neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it not authorize or permit any Subsidiary of it or any of its or their directorsRepresentatives to, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, knowingly facilitate or knowingly encourage or facilitate any inquiries or the making or completion of an Acquisition Proposal or any proposal or offer that constitutes, or could would reasonably be expected to lead to, any to an Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter intoother than informing Persons of the existence of the provisions of this Section 6.1, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist engage or participate in any effort negotiations or attempt by any person with respect todiscussions concerning, or otherwise cooperate provide or cause to be provided any non-public information or data relating to the Company and its Subsidiaries in any way connection with, any an Acquisition Proposal or any inquiry, proposal or offer that could would reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, its Subsidiaries shall be deemed to be a breach of this Section 6.1(a) by the Company. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), at any time prior to receipt of the Company Stockholder Approval, the Company may, in response to an unsolicited bona fide written Acquisition Proposal received after the date hereof from a Qualified Person, (A) furnish information with respect to the Company and its Subsidiaries to the Qualified Person (and the Representatives of such Qualified Person) pursuant to a confidentiality agreement not materially less restrictive with respect to the confidentiality obligations of the Qualified Person than the confidentiality obligations of the Parent, the Transitory Subsidiary (or their applicable Affiliate(s)) under the Confidentiality Agreement; (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with such Qualified Person (and the Representatives of such Qualified Person) regarding any such Acquisition Proposal; or (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with such Qualified Person.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, from and after the date hereof until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of use reasonable best efforts to cause the Company’s and its or their Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, assist or participate in any effort or attempt by any person with respect response to, or otherwise cooperate in any way withfor the purpose of encouraging or facilitating, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, prior to obtaining the Company Stockholder Approval, (A) furnish information with respect to the extent required by Company to and (B) engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with a person (and the fiduciary obligations Representatives of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal person) that has made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow result from a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(b) and Section 6.1(c), (x) furnish information with respect to that the Company to the person making such Acquisition Proposal Board determines in good faith (after consultation with outside counsel and its Representatives financial advisors) either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. Any such furnishing of information regarding the Company shall be pursuant to a customary confidentiality agreement with terms no not materially less favorable to the Company restrictive of such Person in any respect than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly make available to the Buyer any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of material non-public information concerning the Company or its Subsidiaries that is furnished to such Person which was not previously delivered to the Buyer -27- or its Representatives. From and after the date hereof, the Company shall not grant any Subsidiary of itwaiver, whether amendment or not such person is purporting to act on behalf release under any standstill agreement without the prior written consent of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanyBuyer.

No Solicitation or Negotiation. Except (i) The Company agrees that, except as set forth in expressly permitted by this Section 6.16.2, the Company shall notneither it nor any of its Subsidiaries, nor shall it authorize or permit any Subsidiary of it or any of its or their respective officers and directors shall, and that it shall instruct and use reasonable best efforts to cause its and their respective employees, investment bankers, attorneys, accountants, and other advisors and representatives (such officers, directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, and other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (iA) solicit, initiate, solicit or knowingly facilitate or encourage or facilitate any inquiries inquiries, discussions or the making of any proposal proposal, request or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (B) approve, endorse, recommend or enter into any agreement or agreement in principle, whether written or oral, with any Person (other than Parent and Merger Sub) concerning any letter of intent, memorandum of understanding, acquisition agreement, merger agreement, joint venture agreement, partnership agreement or other similar agreement concerning an Acquisition Proposal (as defined below other than a confidentiality and standstill agreement entered into in compliance with Section 6.1(f6.2(a)(ii)) (an “Alternative Acquisition Agreement”); (C) terminate, including without limitation amending amend, release, modify, or granting fail to enforce any provision of, or grant any permission, waiver or release under request under, any standstill standstill, confidentiality or similar agreement entered into by the Company or any of its Subsidiaries in respect of or in contemplation of an Acquisition Proposal (other than to the extent the board of directors of the Company determines in good faith, after consultation with respect its outside financial and legal advisors, that failure to take any Company Common Stock; orsuch actions under this Section 6.2(a)(i)(C) would be inconsistent with the directors’ fiduciary duties under applicable Law); (iiD) enter intoengage in, continue or otherwise participate in any discussions or negotiations regardingregarding any Acquisition Proposal; (E) furnish any non-public information relating to the Company or any of its Subsidiaries, furnish or afford access to the books or records or Representatives of the Company or any of its Subsidiaries, to any person third party that, to the knowledge of the Company, after consultation with its Representatives, is seeking to or may make, or has made, an Acquisition Proposal; (F) take any information action to make the provisions of any Takeover Law inapplicable to any transactions contemplated by any Acquisition Proposal; (G) terminate, amend, release, modify, or fail to enforce any provision of, or grant any permission, waiver or request under, Article Thirteenth (Business Combinations) of the certificate of incorporation of the Company or Article II, Section 10 (Stockholder Nominations and Business Proposals) of the bylaws of the Company; or (H) resolve or publicly propose to do any of the foregoing. (ii) Notwithstanding anything in this Section 6.2 to the contrary, in response to an unsolicited written bona fide Acquisition Proposal that was not received or obtained in violation of this Section 6.2 and with respect toto which the Company has complied with its obligations under this Section 6.2 (a “Bona Fide Acquisition Proposal”) made on or after the date of this Agreement and prior to the time the Requisite Company Vote is obtained, assist the Company, directly or indirectly through any Representative, may (A) provide information in response to a request therefor by a Person that has made such Bona Fide Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality and standstill agreement on terms that are no less restrictive than those contained in the Confidentiality Agreement (and compliant with the last sentence of Section 6.2(h)) and promptly discloses to Parent (and, if applicable, contemporaneously provides copies of) any non-public information so provided to such Person to the extent not previously provided to Parent; and (B) engage or participate in any effort discussions or attempt by negotiations with any person Person (and its Representatives) that has made such Bona Fide Acquisition Proposal with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any such Bona Fide Acquisition Proposal. Notwithstanding , if and only to the foregoing and subsection (e) belowextent that, prior to the adoption of this Agreement at taking any action described in clause (ii)(A) or (ii)(B) above, (1) the Company Stockholders’ Meeting shall have delivered to Parent a written notice at least one business day prior to taking any such action described in clause (ii)(A) or (ii)(B) above (x) stating that the “Specified Time”), the Company may, to the extent required by the fiduciary obligations board of directors of the Company Board intends to take such actions described in clause (ii)(A) or (ii)(B) above; (y) stating that the board of directors of the Company has made the determinations set forth in clauses (ii)(2) and (ii)(3) below; and (z) including an unredacted copy of such Bona Fide Acquisition Proposal (including any special committee thereofmaterials relating to such Person’s proposed equity and debt financing, as determined if any); (2) the board of directors of the Company determines in good faith by the Company Board or any such special committeefaith, after consultation with its outside counselfinancial and legal advisors, in response to a bona fide, unsolicited that such Bona Fide Acquisition Proposal made either constitutes a Superior Proposal or received after is reasonably likely to result in a Superior Proposal; and (3) the date board of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom directors of the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith faith, after consultation with its outside counsel financial and its financial advisor is reasonably likely legal advisors, that the failure to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by take such action would be inconsistent with the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Companydirectors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the Specified Time, the Company and its Subsidiaries shall not, and the Company shall notcause its and its Subsidiaries' officers and directors not to, nor and shall it authorize or permit any Subsidiary of it or any of use reasonable efforts to cause its or their directorsand its Subsidiaries' other Representatives not to, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, knowingly facilitate or knowingly encourage or facilitate (including by way of providing non-public information) any inquiries or the making of any proposal or offer that constitutes, or could that would reasonably be expected to lead to, any Acquisition Proposal Proposal; (as defined below in Section 6.1(f)), including without limitation amending ii) amend or granting any grant a waiver or release release, or publicly authorize or agree to enter into an amendment, waiver or release, under (A) any standstill or similar agreement with respect to any Company Common StockStock (other than for Parent or its Affiliate) or (B) any applicable anti-takeover law or anti-takeover provision in the certificate of incorporation or bylaws (other than for Parent or its Affiliates), except, in each case, under the circumstances permitted under this Section 6.1(a); or (iiiii) other than informing Persons of the existence of the provisions of this Section 6.1, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish or provide access to any person non-public information to any information with respect to, assist Person who has made or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, would reasonably be expected to make any Acquisition Proposal or any inquiryotherwise for the purpose of encouraging or facilitating, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior or anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), at any time prior to receipt of the Company Stockholder Approval the Company may, if the Company Board determines that failure to take such action would be inconsistent with its fiduciary duties, (xA) furnish non-public information with respect to the Company to the person making such Acquisition Proposal and its Subsidiaries to any Qualified Person (and the Representatives of such Qualified Person), pursuant to a customary confidentiality agreement not materially less restrictive in any substantive manner, including with terms no less favorable respect to the Company standstill provisions, than the Confidentiality Agreement (as defined provided that such confidentiality agreement shall not in Section 9.3any event include an obligation of the Company to reimburse such Person's expenses); provided, that the Company shall substantially concurrently (and in any event within twenty-four (24) hours) make available to Parent and Parent's Representatives any material non-public information concerning the Company and its Subsidiaries that is provided to (yor given access to) participate such Qualified Person and was not previously provided or made available to Parent, (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such person and its Representatives Qualified Person) regarding any Acquisition Proposal. Without limiting the foregoingProposal or (C) amend, it is agreed that or grant a waiver or release under, any violation of the restrictions set forth standstill or similar agreement with respect to any Company Common Stock with any Qualified Person solely to allow for an Acquisition Proposal to be made in this Section 6.1(a) by any Representative of a confidential manner to the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanyBoard.

No Solicitation or Negotiation. Except as set forth in this Section 6.1During the Pre-Closing Period, neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of cause its or their directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “"Representatives”") to not to, directly or indirectly: (i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer that constitutes(including any proposal from or offer to the Company's shareholders) with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect toor grant access to its properties, assist books and records or participate personnel in any effort or attempt by any person with respect to, or otherwise cooperate in any way connection with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding anything to the foregoing and subsection (e) belowcontrary set forth in this Agreement, the Company may, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company mayVoting Proposal only, to the extent required by the fiduciary obligations of necessary for the Company Board or any special committee thereofto comply with its fiduciary obligations under applicable law, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal made or (satisfying clause (i) of the definition thereof) received by the Company after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is could reasonably likely be expected to lead to result in a Superior Proposal (as defined below in Section 6.1(f))Proposal, in each case that case, so long as such Acquisition Proposal did not follow result from a breach by the Company of this Section 6.1 and the Company has complied with this Section 6.1, and subject to compliance with including Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not materially less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed and (z) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock; provided, however, that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company may only so amend or any Subsidiary of it, whether so grant a waiver or not such person is purporting release (i) to act on behalf of the extent that the Company has also amended or otherwise, shall be deemed granted a release or waiver under any standstill or similar agreement affecting the Buyer and its Affiliates and (ii) to the extent necessary to permit non-public proposals to be a breach of this Section 6.1(a) by made to the CompanyCompany Board.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.16.2, neither it nor any of its Subsidiaries nor any of the Company shall not, nor shall it authorize or permit any Subsidiary Elected Officers and directors of it or any of its or their directorsSubsidiaries shall, officers, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any inquiry, proposal or offer that constitutes, constitutes or could may reasonably be expected to lead to, any to an Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate engage in any discussions or negotiations regarding, furnish or provide any information or data to any person any information with respect Person relating to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding anything in the foregoing and subsection (e) belowto the contrary, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Acceptance Date, the Company may, to the extent required by the fiduciary obligations of the Company Board may (A) provide information or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, data in response to a request therefor by a Person who has made an unsolicited bona fide, unsolicited fide written Acquisition Proposal made or received after the date of this Agreement if (including, without limitation, an Acquisition Proposal received from a person with whom x) the Company had receives from the Person so requesting such information an executed confidentiality agreement on terms that are no less favorable (including with respect to standstill provisions) than those contained in the confidentiality agreements signed by certain affiliates of Parent and (y) the Company substantially concurrently provides to Parent any non-public information provided to such Person which was not previously provided to Parent; or (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal; if and only to whom the extent that, (1) the Company furnished information has not breached this Section 6.2 with respect to such Acquisition Proposal, (2) prior to taking any action described in clause (A) or (B) above, the date hereof) that board of directors of the Company Board or any special committee determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, and (3) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor is reasonably likely to lead to and legal counsel that either (i) such Acquisition Proposal constitutes a Superior Proposal or (as defined below in Section 6.1(f)), in each case ii) there is a reasonable likelihood that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to will result in a customary confidentiality agreement with terms no less favorable Superior Proposal. In addition, notwithstanding anything in the foregoing to the contrary, prior to the Acceptance Date the Company than may render inapplicable, exempt or take action to render inapplicable or exempt any third party from any standstill arrangement or the Confidentiality Agreement (as defined in Section 9.3) provisions of any Takeover Statute if and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting only to the foregoing, it is agreed extent that any violation the board of the restrictions set forth in this Section 6.1(a) by any Representative directors of the Company or any Subsidiary of it, whether or not determines in good faith after consultation with outside legal counsel that failure to take such person is purporting to act on behalf of action would be inconsistent with the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Companydirectors’ fiduciary duties under applicable Law.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, during the Pre-Closing Period the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of its or Subsidiaries to, and it shall direct its and their respective directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect tofor the purpose of encouraging or facilitating, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) belowor anything to the contrary set forth in this Agreement, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited an Table of Contents Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow result from a material breach by the Company of this Section 6.1, 6.1 and subject to compliance with Section 6.1(c), (x) furnish non-public information with respect to the Company and its Subsidiaries to any person (and the person Representatives of such person) making such an Acquisition Proposal that the Company Board or any committee thereof determines in good faith (after consultation with outside legal counsel and its Representatives financial advisors) is, or would reasonably be expected to lead to, a Superior Proposal (such person, a “Qualified Person”), pursuant to a customary confidentiality agreement not materially less restrictive with terms no less favorable respect to the Company confidentiality obligations of the Qualified Person than the Confidentiality Agreement (as defined in Section 9.3) and Agreement, (y) participate engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such person and its Representatives Qualified Person) regarding any such Acquisition ProposalProposal or (z) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any Qualified Person. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act its Subsidiaries acting on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.16.2, neither it nor any of its Subsidiaries nor any of the Company shall not, nor shall it authorize or permit any Subsidiary officers and directors of it or any of its or their directorsSubsidiaries shall, and that it shall use its best efforts to instruct and cause its and its Subsidiaries', officers, directors, employees, investment bankers, attorneys, accountants or and other advisors advisors, agents or representatives (such officers, directors, officers, employees, investment bankers, attorneys, accountantsaccountants and other advisors, other advisors and agents or representatives, collectively, “"Representatives”") to not to, directly or indirectly: (i) initiate, solicit, initiate, or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any confidential or non-public information to any person any information with respect Person relating to, assist or participate in any Acquisition Proposal (except solely to provide written notice of the existence of these provisions); or (iii) otherwise knowingly facilitate any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any make an Acquisition Proposal. Notwithstanding anything in the foregoing and subsection (e) belowto the contrary, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)time, but not after, the Company mayRequisite Vote is obtained, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide, unsolicited fide written Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom if the Company had discussions or to whom receives from the Company furnished Person so requesting such information prior an executed confidentiality agreement on terms not less restrictive to the date hereof) that the Company Board or any special committee determines other party than those contained in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.39.7) and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to such party or (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal, if and only to the extent that, prior to taking any action described in clause (A) or (B) above, (x) the board of directors of the Company or the Special Committee determines in good faith after consultation with outside legal counsel that the failure to take such action would reasonably be expected to result in a violation of the directors' fiduciary duties under applicable Law and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation board of the restrictions set forth in this Section 6.1(a) by any Representative directors of the Company or any Subsidiary of it, whether the Special Committee has determined in good faith that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or not such person is purporting reasonably likely to act on behalf of the Company or otherwise, shall be deemed to be result in a breach of this Section 6.1(a) by the CompanySuperior Proposal.

No Solicitation or Negotiation. Except as set forth in expressly permitted by this Section 6.16.2 and except as may relate to any Person, group of Persons or group that includes any Person or group of Persons from whom the Company has received during the Go-Shop Period a bona fide written Acquisition Proposal that the Board of Directors of the Company or any committee thereof determines in good faith (after consultation with its outside legal counsel and independent financial advisor) prior to the No-Shop Period Start Date is reasonably likely to result in a Superior Proposal (any such Person or group of Persons, an “Excluded Party”), the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall notinstruct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, nor shall it authorize or permit any Subsidiary of it or any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicitat 12:00 a.m. on the 31st calendar day after the date of this Agreement (the “No-Shop Period Start Date”) immediately cease any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and request promptly that such Persons return or destroy all confidential information concerning the Company and its Subsidiaries provided by or on behalf of the Company or its Subsidiaries and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, not (A) initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutesconstitutes an Acquisition Proposal, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (iiB) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish to or provide any person any non-public information with respect to, assist concerning the Company or participate in any effort or attempt by any person with respect its Subsidiaries to, or otherwise cooperate in any way with, any Person relating to, any Acquisition Proposal, (C) enter into any agreement or agreement in principle with respect to any Acquisition Proposal (other than a confidentiality agreement referred to in Section 6.2(c)), or (D) otherwise knowingly facilitate any inquiry, proposal effort or offer that could reasonably be expected attempt to lead to any make an Acquisition Proposal. Notwithstanding the foregoing foregoing, a Person or group shall cease to be an Excluded Party when the ultimate equityholder(s) of such Person or group, as of the No-Shop Period Start Date, cease to provide (directly or indirectly) at least 50% of the equity financing (measured by voting power and subsection (evalue) below, prior to of such Person or group at any time following the adoption of this Agreement at No-Shop Period Start Date and the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board receives actual notice or any special committee obtains actual knowledge thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except as set forth in expressly permitted by this Section 6.16.2 and except as may relate to any Person or group of Persons (so long as such Person and the other members of such group, if any, who were members of such group immediately prior to the No-Shop Period Start Date constitute at least 50% of the equity financing of such group at all times following the No-Shop Period Start Date and prior to the termination of this Agreement) from whom the Company shall nothas received (x) prior to the expiration of the Go-Shop Period, nor shall it authorize or permit any Subsidiary an Acquisition Proposal that the Board of it Directors of the Company or any of committee thereof has determined in good faith (after consultation with its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”financial advisor) to directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, either constitutes a Superior Proposal or could reasonably be expected to lead toresult in a Superior Proposal, any Acquisition Proposal and (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or y) by 11:59 p.m. (iiEastern time) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding on the foregoing and subsection (e) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received 5th business day after the date of this Agreement (includingexpiration of the Go-Shop Period, without limitation, an a written Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative Directors of the Company or any Subsidiary committee thereof determines in good faith (after consultation with its financial advisor) constitutes a Superior Proposal, (any such Person or group of itPersons, whether an “Excluded Party”; provided that any Excluded Party shall cease to be an Excluded Party for all purposes under this Agreement at such time as the Acquisition Proposal made by such Person or group of Persons fails to constitute a Superior Proposal (it being agreed and understood that an Acquisition Proposal will not fail to constitute a Superior Proposal if such person Acquisition Proposal is purporting to act on behalf amended, modified or revised during the course of ongoing negotiations with the Company as a result of the Company or otherwiseexercise by Parent of its rights pursuant to Section 6.2(e), shall be deemed which exercise renders such Acquisition Proposal no longer to be a breach of this Section 6.1(a) by the Company.Superior Proposal, so long as such negotiations are ongoing and it subsequently constitutes a Superior Proposal))

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the Specified Time, neither the Company nor any of its Subsidiaries shall, and the Company shall notuse reasonable efforts to cause its Representatives not to, nor shall it authorize or permit any Subsidiary of it or any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, encourage solicit or facilitate initiate any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information with respect to, assist for the purpose of encouraging or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way withfacilitating, any Acquisition Proposal or any inquiryProposal; provided, proposal or offer however, that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior to the adoption of nothing in this Agreement at shall prohibit the Company Stockholders’ Meeting (the “Specified Time”)Company, the Company may, to the extent required by the fiduciary obligations any of the Company Board its Subsidiaries or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf its Subsidiaries from informing Persons of the Company or otherwise, shall be deemed to be a breach existence of the provisions of this Section 6.1(a6.1. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c)-(d), at any time prior to the Acceptance Time, the Company may (A) by furnish non-public information with respect to the CompanyCompany and its Subsidiaries to any Qualified Person (and the Representatives of such Qualified Person), pursuant to a confidentiality agreement not materially less restrictive with respect to the confidentiality obligations of the Qualified Person than the Confidentiality Agreement (it being understood and agreed that such confidentiality agreement need not include explicit or implicit standstill provisions that would restrict the making of, or amendment to, any Acquisition Proposal) (an “Acceptable Confidentiality Agreement”), (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any Acquisition Proposal or (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any Qualified Person.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, the The Company shall not, agrees that neither it nor shall it authorize or permit any Subsidiary of it or its Subsidiaries nor any of its or their its Subsidiaries' officers and directors shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “"Representatives”") to not to, directly or indirectly: (i) initiate, solicit, initiateor knowingly facilitate or encourage, encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, constitutes or could reasonably be expected likely to lead to, any to an Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any non-public information or data to any person any information with respect toPerson who has made, assist or participate in any effort or attempt by any person with respect toproposes to make, or otherwise cooperate in any way withknowingly facilitate, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any encourage an Acquisition Proposal. Notwithstanding anything in this Agreement to the foregoing and subsection (e) belowcontrary, prior to the adoption of time, but not after, this Agreement at is approved by the Company's shareholders pursuant to the Company Stockholders’ Meeting (the “Specified Time”)Requisite Vote, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, may (A) provide information in response to a request therefor by a Person who has made a bona fide, unsolicited fide written Acquisition Proposal that was not initiated, solicited, facilitated or encouraged, in violation of this Section 6.2 or by the Company's Representatives, prior to the time such Acquisition Proposal was first made or received after the date hereof, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Non-Disclosure Agreement, dated as of February 16, 2006, (the "Confidentiality Agreement"), by and between Parent and the Company together with a customary standstill agreement on terms no more favorable to such Person than the standstill applicable to Parent except that the term of such standstill agreement may be shorter than the time of the standstill applicable to Parent (but not less than 9 months) and other provisions of the standstill may be more favorable to such Person (to the extent customary) in which case the term and other provisions of the standstill applicable to Parent shall, for so long as this Agreement (includingis in effect, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or automatically be reduced to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (be as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement Parent as such other standstill agreement is to such Person or made more favorable to Parent; or (as defined in Section 9.3B) and (y) participate engage in discussions or negotiations with such person and its Representatives regarding any Person who has made a bona fide written Acquisition Proposal. Without limiting the foregoingProposal that was not initiated, it is agreed that any solicited, facilitated or encouraged, in violation of the restrictions set forth in this Section 6.1(a6.2 or by the Company's representatives, prior to the time such Acquisition Proposal was first made after the date hereof, if, in each case referred to in clause (A) by any Representative or (B) above, the Board of Directors of the Company or any Subsidiary of it, whether or not determines in good faith (after consultation with its financial advisers and legal counsel) that such person action is purporting to act on behalf necessary in order for the directors of the Company or otherwiseto comply with their fiduciary duties under applicable Law; and in the case referred to in clause (B) above, shall be deemed to be a breach if the Board of this Section 6.1(a) by Directors of the Company, has determined in good faith based on all the information then available and after consultation with its financial advisers and legal counsel that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the Effective Time, neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of cause its or their directors, officersofficers and senior management not to and shall use reasonable efforts to cause its other Representatives not to, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, knowingly facilitate or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) other than informing Persons of the existence of the provisions of this Section 6.1, enter into, continue or otherwise participate in any discussions or negotiations regardingregarding any Acquisition Proposal, or provide or furnish to any person any information with respect to, assist Person or participate in any effort group who has made or attempt by any person with respect to, or otherwise cooperate in any way with, would reasonably be expected to make any Acquisition Proposal or any inquiry, proposal for the purpose of encouraging or offer that could reasonably be expected to lead to facilitating any Acquisition ProposalProposal any non-public information concerning the Company or any of its Subsidiaries. Notwithstanding the foregoing and subsection (e) below, prior or anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), if at any time prior to the Effective Time, (xi) the Company has received after the date of this Agreement a written Acquisition Proposal that did not result from a material breach of this Section 6.1, and (ii) the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal (the Person making such Acquisition Proposal, a “Qualified Person”), then the Company may (A) furnish non-public information with respect to the Company to the person making such Acquisition Proposal and its Subsidiaries to such Qualified Person (and the Representatives of such Qualified Person), pursuant to a customary confidentiality agreement not materially less restrictive with terms no less favorable respect to the Company confidentiality and non-use obligations of the Qualified Person than the Confidentiality Agreement (as defined provided, that the Company shall promptly thereafter (and in Section 9.3any event within one (1) Business Day) provide to the Parent, subject to the terms of the Confidentiality Agreement, any material non-public information (whether written or unwritten) concerning the Company and its Subsidiaries that is provided to (yor made accessible to) participate such Qualified Person and which was not previously provided or made available to the Parent), (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any such person Qualified Person (and its the Representatives of such Qualified Person) regarding any such Acquisition Proposal. Without limiting the foregoingProposal and (C) amend, it is agreed that or grant a waiver or release under, any violation of the restrictions set forth in this Section 6.1(a) by standstill or similar agreement with respect to any Representative of the Company or Common Stock with any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanyQualified Person.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the Specified Time, neither the Company nor any of its Subsidiaries shall, and the Company shall notinstruct its Representatives not to, nor and shall it not authorize or knowingly permit any Subsidiary of it or any of its or their directorsRepresentatives to, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiateinitiate or propose the making, encourage submission or announcement of, or knowingly encourage, facilitate any inquiries or the making of assist, any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal Proposal; (as defined below in Section 6.1(f))ii) terminate, including without limitation amending waive, amend or granting modify any waiver provision of any existing confidentiality or release under any standstill or similar agreement with respect to any Company Common Stocka potential Acquisition Proposal, except as permitted by this Section 6.1(a); or (iiiii) other than informing Persons of the existence of the provisions of this Section 6.1, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person Person any non-public information with respect to, assist for the purpose of encouraging or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way withfacilitating, any Acquisition Proposal or any inquiry, proposal or offer inquiry that could is reasonably be expected to lead to any an Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior or anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), at any time prior to receipt of the Company Stockholder Approval the Company may (xA) furnish non-public information with respect to the Company to the person making such Acquisition Proposal and its Subsidiaries to any Qualified Person (and the Representatives of such Qualified Person), pursuant to a customary confidentiality agreement not materially less restrictive with terms no less favorable respect to the Company confidentiality obligations of the Qualified Person than the Confidentiality Agreement Agreement, provided that such confidentiality agreement shall not (as defined x) grant any exclusive right to negotiate with such counterparty, (y) prohibit the Company from satisfying its obligations hereunder or (z) require the Company or its Subsidiaries to pay or reimburse the Company the counterparty’s fees, costs or expenses, (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any Acquisition Proposal, or (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any Qualified Person; provided, however, that Company may only furnish such non-public information and engage in such discussions or negotiations if: (x) the Company and its Subsidiaries are not in material breach their obligations pursuant to this Section 9.3) 6.1 and (y) participate in discussions or negotiations the Company Board has determined that the failure to take the actions contemplated by this sentence would be reasonably likely to be inconsistent with such person its fiduciary obligations under applicable law and; and provided, further, however, that the Company will promptly make available to Parent any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or was not such person is purporting previously made available to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanyParent.

No Solicitation or Negotiation. Except as set forth in permitted under this Section 6.16.1 and except with respect to any Qualified Person, immediately following the expiration of the Go-Shop Period, the Company shall notand shall cause each of its Subsidiaries and their Representatives to immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal. Except as permitted under this Section 6.1 and except with respect to any Qualified Person, following the expiration of the Go-Shop Period, neither the Company nor shall it authorize or permit any Subsidiary of it or any of its or their directorsSubsidiaries shall, officersand the Company shall use reasonable efforts to cause its Representatives not to, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, initiate or knowingly facilitate or encourage or facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal Proposal; (as defined below ii) other than informing Persons of the existence of the provisions of this Section 6.1, enter into, continue or otherwise participate in Section 6.1(f))any discussions or negotiations regarding any Acquisition Proposal, including without limitation amending or granting furnish to any Person any non-public information of the Company or access to its properties, books, records or personnel for the purpose of encouraging or facilitating, any Acquisition Proposal; or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposalof its Subsidiaries. Notwithstanding the foregoing and subsection (e) belowforegoing, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c)6.1(e)(i) and for so long as a Person continues to be a Qualified Person, at any time prior to receipt of the Company Stockholder Approval, the Company, may continue to (xA) furnish information (including non-public information) with respect to the Company and its Subsidiaries to any Qualified Person (and the Representatives of such Qualified Person), pursuant to an Acceptable Confidentiality Agreement, provided that the Company shall provide to the person making Parent any material non-public information of the Company that is provided to any such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable Person that was not previously made available to the Company than Parent prior to, or substantially concurrently with, the Confidentiality Agreement time it is provided to such Person, (as defined B) engage in Section 9.3) and (y) or otherwise participate in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such person and its Representatives Qualified Person) regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that or (C) amend, or grant a waiver or release under, any violation standstill or similar agreement with respect to any Company Common Stock with any Qualified Person for purposes of the restrictions set forth in this Section 6.1(a) by any Representative of presenting a proposal to the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of Board for consideration and negotiating thereafter with the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanyBoard.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of use reasonable efforts and act in good faith to cause its or their directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, encourage or facilitate knowingly induce or encourage, any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect tofor the purpose of encouraging, assist facilitating or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way withinducing, any Acquisition Proposal inquiries or any inquiry, proposal or offer that could reasonably be expected to lead to the making of any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counselAgreement, in response to a bona fide, unsolicited an Acquisition Proposal made or received after the date that did not result from a breach of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) and that the Company Board or any special committee determines in good faith (after consultation with its outside counsel and its financial advisor advisors) is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1Proposal, and subject to compliance with Section 6.1(c), the Company may (xA) furnish information with respect to the Company to any person (and the person Representatives of such person) making such Acquisition Proposal and its Representatives Proposal, pursuant to a customary confidentiality agreement with terms no not less favorable to restrictive of the Company other party than the Confidentiality Agreement Agreement, (as defined in Section 9.3B) and (y) participate engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Representatives regarding any such Acquisition Proposal. Without limiting the foregoing, it is agreed that and (C) amend, or grant a waiver or release under, any violation of the restrictions set forth in this Section 6.1(a) by standstill or similar agreement with respect to any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanyCommon Stock.

No Solicitation or Negotiation. Except The Company and the Parent each agree that, except as set forth in expressly permitted by this Section 6.16.2, neither it nor any of its Subsidiaries nor any of the Company shall notofficers, nor shall it authorize or permit any Subsidiary trustees and employees of it or any of its or their directorsSubsidiaries shall, officers, employees, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ investment bankers, attorneys, accountants or accountants, agents and other advisors or representatives (such directorstrustees, officers, employees, investment bankers, attorneys, accountants, agents and other advisors and or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any non-public information or data to any person Person relating to, any information Acquisition Proposal; or (iii) otherwise facilitate any effort or attempt to make an Acquisition Proposal. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Requisite Company Vote is obtained with respect toto the Company, assist or the Requisite Parent Vote is obtained with respect to Parent, the Company and Parent, as applicable, may (A) provide information in response to a request therefor by a Person who has made a written Acquisition Proposal providing for the acquisition of more than 50% of the assets (on a consolidated basis) or total voting power of the equity securities of the Company or the Parent, as applicable, if the Company or the Parent, as applicable, receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to such Person than those contained in the Confidentiality Agreements (as defined in Section 9.7) (it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal) and promptly discloses any such information to Parent or the Company, as applicable, to the extent not previously provided to Parent or the Company, as applicable; (B) engage or participate in any effort discussions or attempt by negotiations with any person Person who has made such a written Acquisition Proposal; and (C) after having complied with respect toSection 6.2(c), approve, recommend, or otherwise cooperate in any way withdeclare advisable or propose to approve, any Acquisition Proposal recommend or any inquiry, proposal declare advisable (publicly or offer that could reasonably be expected to lead to any otherwise) such an Acquisition Proposal. Notwithstanding the foregoing , if and subsection (e) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, only to the extent required by that, (x) prior to taking any action described in clause (A) or (B) above, the fiduciary obligations board of trustees of the Company Board or any special committee thereofthe Parent, as determined in good faith by the Company Board or any such special committeeapplicable, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside legal counsel that taking such action does not contravene with the board of trustees’ statutory obligations, and (y) in each such case referred to in clause (A) or (B) above, the board of trustees of the Company or the Parent, as applicable, has determined in good faith based on the information then available and after consultation with its financial advisor is reasonably likely to lead to and outside legal counsel that such Acquisition Proposal either constitutes a Superior Proposal (as defined below below) or is reasonably likely to result in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) Superior Proposal; and (yz) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoingcase referred to in clause (C) above, it is agreed that any violation the board of the restrictions set forth in this Section 6.1(a) by any Representative trustees of the Company or any Subsidiary of itParent, whether or not as applicable, determines in good faith (after consultation with its financial advisor and outside legal counsel) that such person Acquisition Proposal is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanySuperior Proposal.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in permitted by this Section 6.17.2, the Company neither it nor any of its Subsidiaries shall, or shall not, nor shall it authorize or permit any Subsidiary of it or any of its or their and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) to, and the Company shall use reasonable efforts to cause such Representatives not to, directly or indirectly: (i) solicit, initiate, initiate or solicit or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or facilitate waiving any standstill provision) any inquiries or the making of any proposal or offer or other efforts that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue engage in or otherwise participate in any discussions or negotiations regarding, furnish or provide any non-public information to any person Person relating to or otherwise knowingly assist any information Person with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal, except to state that they are not permitted to have discussions or to disclose or refer to the restrictions contained in this Section 7.2. Notwithstanding anything in this Agreement to the foregoing and subsection (e) belowcontrary, prior to the adoption of this Agreement at Acceptance Time, the Company Stockholders’ Meeting or the Company Board of Directors may (A) provide non-public information with respect to the Company and its Subsidiaries in response to an unsolicited bona fide Acquisition Proposal if (w) the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party in the aggregate than those contained in the Confidentiality Agreement, (x) the Company provides Parent at least 48 hours prior written notice (which notice shall contain the identity of such Person, a copy of the Acquisition Proposal (or, if not in writing, a description of the material terms and conditions of the Acquisition Proposal) and all other material related documents and a statement that the Company intends to furnish information to such Person) (such notice, the “Specified TimeAcquisition Proposal Notice”), the Company may(y) immediately discloses (and, if applicable, provides copies of) any such information to Parent to the extent required by the fiduciary obligations of not previously provided to Parent and (z) the Company Board or does not disclose any special committee thereof, as determined commercially sensitive non-public information except in good faith by a manner consistent with the Company Board or any Company’s past practice in dealing with the disclosure of such special committee, after consultation with its outside counsel, information in response the context of evaluating Acquisition Proposals prior to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement Agreement, (includingB) engage, without limitationfacilitate and participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal, or waived any standstill provision for the sole purpose of allowing such party to make a confidential Acquisition Proposal to the Company Board of Directors, provided that the Company provides the Parent an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) Notice at least 48 hours before hand, which notice specifies that the Company is intending to engage in discussions or negotiations, (C) after having complied with Section 7.2(b), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal and (D) after having complied with Section 7.2(b), terminate this Agreement to enter into an Alternative Acquisition Agreement in accordance with Section 9.1(c)(i), if, (w) prior to taking any action described in clauses (A), (B), (C) and (D) above, the Company Board or any special committee of Directors determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, (x) in each such case referred to in clauses (A) or (B) above, the Company Board of Directors has determined in good faith based on the information then available and after consultation with its financial advisor is reasonably likely to that such Acquisition Proposal either constitutes a Superior Proposal or may lead to a Superior Proposal Proposal, (as defined below y) in Section 6.1(f))the case referred to in clauses (C) or (D) above, in each case that did not follow a breach by the Company Board of this Section 6.1Directors determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal, and subject (z) prior to compliance with Section 6.1(ctaking any action described in clauses (A), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement B), (as defined in Section 9.3C) and (yD) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoingabove, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or has not breached Section 7.2 in any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Companymaterial respect.

No Solicitation or Negotiation. Except as set forth in this Section 6.1During the Pre-Closing Period, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or its Subsidiaries authorize or knowingly permit any Subsidiary of it or any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to to, directly or indirectly:indirectly (and the Company and its Subsidiaries will take reasonable steps to instruct their respective Representatives to not): (i) solicit, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer that constitutes(including any proposal from or offer to the Company’s shareholders) with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect toor grant access to its properties, assist books and records or participate personnel in any effort or attempt by any person with respect to, or otherwise cooperate in any way connection with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing or anything else herein to the contrary, the Company and subsection (e) belowits Representatives may, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company mayonly, to the extent required by failure to do so is reasonably likely to be a violation of the fiduciary obligations of the Special Committee or the Company Board or any special committee thereofunder applicable law, as determined in good faith by the Special Committee or the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited fide written Acquisition Proposal made received by the Special Committee or received the Company Board after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom that the Company had discussions Special Committee or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is or is reasonably likely to lead to result in a Superior Proposal (as defined below in Section 6.1(f))Proposal, in each case that so long as such Acquisition Proposal did not follow result from a breach by the Company of this Section 6.1, 6.1 and subject to compliance the Company has complied in all material respects with this Section 6.1 (including Section 6.1(c), ) (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the other party with terms no less favorable regard to the Company confidential information than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting ; provided, however, that if any such confidentiality agreement is less restrictive with regard to matters other than confidential information than the foregoingConfidentiality Agreement or such confidentiality agreement is amended, it or a waiver or release is agreed that any violation of granted thereunder, to make such confidentiality agreement less restrictive with respect to matters other than confidential information than the restrictions set forth in this Section 6.1(a) by any Representative of Confidentiality Agreement, the Company may only so amend or any Subsidiary of it, whether so grant a waiver or not such person is purporting release to act on behalf of the extent that the Company has also similarly amended or otherwisegranted a similar release or waiver under the Confidentiality Agreement and/or any standstill or similar agreement, shall be deemed to be a breach of this Section 6.1(a) by as applicable, affecting the CompanyBuyer and its Affiliates.

No Solicitation or Negotiation. Except The Company agrees that, except for the TARP Transaction or as set forth in expressly permitted by this Section 6.13.4, neither it nor any of the Company shall not, Subsidiaries nor shall it authorize or permit any Subsidiary of the officers and directors of it or any of the Subsidiaries shall, and that it shall use its or their directors, officers, best efforts to instruct and cause its and the Subsidiaries’ employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i1) solicit, initiate, solicit or encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; orProposal; (ii2) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any non-public information or data to any person any information with respect relating to, assist any Acquisition Proposal; or (3) otherwise facilitate knowingly any effort or attempt to make an Acquisition Proposal. Notwithstanding anything in the foregoing to the contrary, the Company may (A) provide information in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of more than 50% of the assets (on a consolidated basis) or total voting power of the equity securities of the Company if the Company receives from the person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the confidentiality agreement entered into by the Company and Purchaser on November 18, 2008 and promptly discloses (and, if applicable, provides copies of) any such information to Purchaser to the extent not previously provided to Purchaser; (B) engage or participate in any effort discussions or attempt by negotiations with any person who has made such an unsolicited bona fide written Acquisition Proposal; or (C) after having complied with respect toSection 3.4(c), approve, recommend, or otherwise cooperate in any way withdeclare advisable or propose to approve, any Acquisition Proposal recommend or any inquiry, proposal declare advisable (publicly or offer that could reasonably be expected to lead to any otherwise) such an Acquisition Proposal. Notwithstanding the foregoing , if and subsection (e) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, only to the extent required by the fiduciary obligations of the Company Board or any special committee thereofthat, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information x) prior to taking any action described in clause (A), (B) or (C) above, the date hereof) that the Company Board or any special committee of Directors determines in good faith after consultation with its outside legal counsel that such action is necessary in order for such directors to comply with the directors’ fiduciary duties under applicable law, (y) in each such case referred to in clause (A) or (B) above, the Board of Directors has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to result in a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1Proposal, and subject (z) in the case referred to compliance in clause (C) above, the Board of Directors determines in good faith (after consultation with Section 6.1(c), (xits financial advisor and outside legal counsel) furnish information with respect to the Company to the person making that such Acquisition Proposal and its Representatives pursuant to is a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Superior Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, The Company agrees that neither it nor any of its Subsidiaries nor any of the Company shall not, nor shall it authorize or permit any Subsidiary officers and directors of it or any of its or their directorsSubsidiaries shall instruct, officersand that it shall use its commercially reasonable efforts to cause, its and its Subsidiaries' employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “"Representatives”") to not to, directly or indirectly: (i) solicit, initiate, solicit or encourage (including by way of furnishing information), or facilitate take any action designed to facilitate, any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; orProposal; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any non-public information or data to any person any information with respect Person relating to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal Proposal; or (iii) grant any waiver or release under any inquiry, proposal standstill or offer that could reasonably be expected to lead to similar agreement; or (iv) enter into any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board agreement or agreement in principle with any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information Person with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any an Acquisition Proposal. Without limiting the foregoing, it is understood and agreed that any violation of the restrictions set forth in this Section 6.1(aclauses (i-iv) above by any Representative Representatives of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) Agreement by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the Stockholder Approval, the Company may after having complied with Section 4.8(d) (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of more than 50% of the assets (on a consolidated basis) or voting power of the equity securities of the Company if the board of directors receives from the Person so requesting such information an executed confidentiality agreement on terms at least as protective for the benefit of the Company as those contained in the Confidentiality Agreement, (B) engage in discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal and/or (C) after having complied with the requirements of this Section 4.8, approve, adopt, recommend, or otherwise declare advisable or propose to approve, adopt, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (w) prior to, or substantially concurrent with, providing any such information, the Company shall, to the extent it has not already done so, provide all such information to Parent; (x) in each such case referred to in clause (A), (B) or (C) above, the Company Board determines in good faith after consultation with outside legal counsel that the failure to take such action will be reasonably likely to result in a breach of the directors respective fiduciary duties under applicable law; (y) in each such case referred to in clause (A) or (B), if the Company Board has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal; and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.16.2, neither it nor any of its Subsidiaries nor any of the Company shall not, nor shall it authorize or permit any Subsidiary officers and directors of it or any of its or their directorsSubsidiaries shall, officers, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any non-public information or data to any person any information with respect Person relating to, assist or participate in any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any make an Acquisition Proposal. Notwithstanding anything in the foregoing and subsection (e) belowto the contrary, prior to the adoption of this Agreement at time that, but not after, the Requisite Company Vote is obtained, if the Company Stockholders’ Meeting (the “Specified Time”)has otherwise complied in all material respects with this Section 6.2, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, may (A) provide information in response to a bona fide, request therefor by a Person (other than any Affiliate of the Company) who has made an unsolicited written Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines of Directors believes in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to be bona fide providing for the acquisition of more than 50% of the assets (on a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by consolidated basis) or total voting power of the equity securities of the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to if the Company to receives from the person making Person so requesting such Acquisition Proposal and its Representatives pursuant to a customary information an executed confidentiality agreement with on terms no less not more favorable to the Company such other Person than those contained in the Confidentiality Agreement (as defined in Section 9.39.7); and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal of the type described in clause (A) above; or (C) after having complied with Section 6.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal; (x) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal; and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoingcase referred to in clause (C) above, it is agreed that any violation the board of the restrictions set forth in this Section 6.1(a) by any Representative directors of the Company or any Subsidiary of it, whether or not determines in good faith (after consultation with its financial advisor and outside legal counsel) that such person Acquisition Proposal is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanySuperior Proposal.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.16.2, neither it nor any of its Subsidiaries nor any of the Company shall not, nor shall it authorize or permit any Subsidiary officers and directors of it or any its Subsidiaries shall, after the execution and delivery of this Agreement, and that it shall use its or their directors, officers, reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, accountants and other advisors and or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any non-public information or data to any person any information with respect Person relating to, assist or participate in any Acquisition Proposal; or (iii) otherwise facilitate knowingly any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any make an Acquisition Proposal. Notwithstanding anything in the foregoing and subsection (e) belowto the contrary, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)time, but not after, the Company mayRequisite Vote is obtained, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide, unsolicited fide written Acquisition Proposal made providing for the acquisition of more than 50% of the assets (on a consolidated basis) or received after total voting power of the date equity securities of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom if the Company furnished receives from the Person so requesting such information prior to the date hereof) that the Company Board or an executed confidentiality agreement on terms not less restrictive in any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with material respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company other party than those contained in the Confidentiality Agreement (as defined in Section 9.39.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) and any such information to Parent to the extent not previously provided to such party; or (yB) engage or participate in any discussions or negotiations with any Person who has made such person and its Representatives regarding any an unsolicited bona fide written Acquisition Proposal. Without limiting , if and only to the foregoingextent that prior to taking any action described in clause (A) or (B) above, it is agreed that any violation the board of the restrictions set forth in this Section 6.1(a) by any Representative directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or any Subsidiary of it, whether or not such person is purporting reasonably expected to act on behalf of the Company or otherwise, shall be deemed to be result in a breach of this Section 6.1(a) by the CompanySuperior Proposal.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of use its or their reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal Proposal; (as defined below in Section 6.1(f))ii) amend, including without limitation amending or granting any grant a waiver or release under under, any standstill or similar agreement with respect to any Company Common Stockagreement; or (iiiii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect tofor the purpose of encouraging or facilitating, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), in response to an Acquisition Proposal that did not result from a breach of this Section 6.1, the Company may contact the person (xand the Representatives of such person) making such Acquisition Proposal to clarify the terms and conditions thereof, and, if the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal, the Company may (A) furnish information with respect to the Company to the person (and the Representatives of such person) making such Acquisition Proposal following the entry of a confidentiality agreement not materially less restrictive of such person with respect to the confidentiality provisions thereof than the LGP CA; provided that such confidentiality agreement shall not prohibit the Company from providing any information to the Buyer, and its Representatives the Company shall promptly (and in any event within 24 hours) provide the Buyer any non-public information provided pursuant to a customary any such confidentiality agreement with terms no less favorable that has not previously been made available to the Company than the Confidentiality Agreement Buyer, (as defined in Section 9.3B) and (y) participate engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with such person and its Representatives Table of Contents regarding any such Acquisition Proposal, and (C) amend, or grant a waiver or release under, any standstill or similar agreement of the person making such Acquisition Proposal with respect to any Company Common Stock. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of itits Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, the Company shall not, nor shall it (i) authorize or permit any Subsidiary of it its Subsidiaries or (ii) authorize or knowingly permit any of its or their its Subsidiaries' respective directors, officers, employees, investment bankers, attorneys, accountants or other advisors advisors, agents or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “"Representatives”") to to, directly or indirectly: (i) solicit, initiate, encourage or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Company Acquisition Proposal (as defined below in Section 6.1(f))Proposal, including without limitation (A) approving any transaction under Section 203 of the DGCL, (B) approving any person becoming an "interested stockholder" under Section 203 of the DGCL, or (C) amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock, Parent ADSs or Parent Ordinary Shares, respectively; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person or permit any person access to any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Company Acquisition Proposal. Notwithstanding the foregoing and subsection (e) belowforegoing, prior to the adoption of this Agreement at the Company Stockholders’ Stockholders Meeting (the “"Specified Time”"), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereofBoard, as determined in good faith by the Company Board or any such special committeeBoard, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Qualifying Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow result from a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Qualifying Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition such Qualifying Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.-45-

No Solicitation or Negotiation. Except as set forth in this Section 6.1, during the Pre-Closing Period the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of its or Subsidiaries to, and it shall direct its and their respective directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect tofor the purpose of encouraging or facilitating, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) belowor anything to the contrary set forth in this Agreement, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”), the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow result from a material breach by the Company of this Section 6.1, 6.1 and subject to compliance with Section 6.1(c), (x) furnish non-public information with respect to the Company and its Subsidiaries to any person (and the person Representatives of such person) making such an Acquisition Proposal that the Company Board or any committee thereof determines in good faith (after consultation with outside legal counsel and its Representatives financial advisors) is, or would reasonably be expected to lead to, a Superior Proposal (such person, a “Qualified Person”), pursuant to a customary confidentiality agreement not materially less restrictive with terms no less favorable respect to the Company confidentiality obligations of the Qualified Person than the Confidentiality Agreement (as defined in Section 9.3) and Agreement, (y) participate engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such person and its Representatives Qualified Person) regarding any such Acquisition ProposalProposal or (z) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any Qualified Person. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act its Subsidiaries acting on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except The Company agrees that, except as set forth in expressly permitted by this Section 6.16.2, neither it nor any of its Subsidiaries nor any of the Company shall not, nor shall it authorize or permit any Subsidiary officers and directors of it or any of its or their directorsSubsidiaries shall, and that it shall use its best efforts to instruct and cause its and its Subsidiaries’, officers, directors, employees, investment bankers, attorneys, accountants or and other advisors advisors, agents or representatives (such officers, directors, officers, employees, investment bankers, attorneys, accountantsaccountants and other advisors, other advisors and agents or representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) initiate, solicit, initiate, or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(fbelow)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, furnish or provide any confidential or non-public information to any person any information with respect Person relating to, assist or participate in any Acquisition Proposal (except solely to provide written notice of the existence of these provisions); or (iii) otherwise knowingly facilitate any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any make an Acquisition Proposal. Notwithstanding anything in the foregoing and subsection (e) belowto the contrary, prior to the adoption of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)time, but not after, the Company mayRequisite Vote is obtained, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide, unsolicited fide written Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom if the Company had discussions or to whom receives from the Company furnished Person so requesting such information prior an executed confidentiality agreement on terms not less restrictive to the date hereof) that the Company Board or any special committee determines other party than those contained in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.39.7) and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to such party or (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal, if and only to the extent that, prior to taking any action described in clause (A) or (B) above, (x) the board of directors of the Company or the Special Committee determines in good faith after consultation with outside legal counsel that the failure to take such action would reasonably be expected to result in a violation of the directors’ fiduciary duties under applicable Law and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation board of the restrictions set forth in this Section 6.1(a) by any Representative directors of the Company or any Subsidiary of it, whether the Special Committee has determined in good faith that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or not such person is purporting reasonably likely to act on behalf of the Company or otherwise, shall be deemed to be result in a breach of this Section 6.1(a) by the CompanySuperior Proposal.

No Solicitation or Negotiation. Except as set forth in permitted by this Section 6.1, until the Specified Time, neither the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of its or Subsidiaries shall, and the Company and its Subsidiaries shall direct and use reasonable best efforts to cause their directorsrespective Representatives not to, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, encourage solicit or facilitate initiate any inquiries or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal Proposal; (as defined below ii) other than informing Persons of the existence of the provisions of this Section 6.1, enter into, continue or otherwise participate in Section 6.1(f))any discussions or negotiations regarding, including without limitation amending or granting furnish to any Person any non-public information for the purpose of encouraging or facilitating, any Acquisition Proposal; or (iii) amend, fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any securities of the Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiryof its Subsidiaries, proposal or offer except to the extent the Company Board (after consultation with outside counsel and financial advisors) determines that could the failure to do so would reasonably be expected to lead to be inconsistent with its fiduciary duties under applicable Law. The Company shall be responsible for any Acquisition Proposalconduct by a Representative of it or any its Subsidiaries that would constitute a breach of this Section 6.1(a) if such conduct were engaged in by the Company or its Subsidiaries. Notwithstanding the foregoing and subsection (e) below, prior or anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), the Company may, upon receipt of an Acquisition Proposal from a Qualified Person which did not result from a material breach of this Section 6.1(a): (xA) furnish non-public information with respect to the Company to the person making such Acquisition Proposal and its Subsidiaries to such Qualified Person (and the Representatives of such Qualified Person), pursuant to a customary confidentiality agreement not materially less restrictive with terms no less favorable respect to the Company confidentiality obligations of the Qualified Person than the Confidentiality Agreement (provided, however, that all such information (to the extent that such information has not been previously provided or made available to the Parent) is provided or made available to the Parent, as defined in Section 9.3the case may be, prior to or substantially concurrently with the time it is provided or made available to such Qualified Person)); (B) and (y) participate engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with such person Qualified Person (and its the Representatives of such Qualified Person) regarding any Acquisition Proposal. Without limiting the foregoing; or (C) amend, it is agreed that or grant a waiver or release under, any violation of the restrictions set forth in this Section 6.1(a) by standstill or similar agreement with respect to any Representative of the Company or any Subsidiary of it, whether or not Common Stock with such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the CompanyQualified Person.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the Specified Time, the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of cause its or Subsidiaries and its and their directorsrespective directors and officers and shall use reasonable best efforts to cause its and their respective other Representatives not to, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: (i) solicit, initiateinitiate or take any action to knowingly facilitate or knowingly encourage any inquiry, encourage submission or facilitate any inquiries announcement or the making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; orProposal; (ii) other than informing Persons of the existence of the provisions of this Section 6.1, (A) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to or that would reasonably be expected to lead to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or (B) furnish to any inquiryPerson any non-public information or access to the business, proposal properties, assets, books or offer records of the Company or any of its Subsidiaries, in any matter that could would reasonably be expected to lead to to, or for the purpose of encouraging or facilitating, any Acquisition Proposal; or (iii) amend, fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any securities of the Company or any of its Subsidiaries, except to the extent the Company Board (after consultation with outside counsel) determines that the failure to do so could be inconsistent with its fiduciary duties under applicable law; or (iv) agree, propose or resolve to take, or take, any of the actions prohibited by clauses (i) through (iii) above. Notwithstanding the foregoing and subsection (e) below, prior or anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), the Company may (xA) furnish non-public information with respect to the Company to the person making such Acquisition Proposal and its Subsidiaries to any Qualified Person (and the Representatives of such Qualified Person), pursuant to a customary confidentiality agreement not less restrictive, in the aggregate, with terms no less favorable respect to the Company confidentiality obligations of the Qualified Person than the Confidentiality Agreement Agreement; provided that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as defined in Section 9.3the case may be, prior to or substantially concurrently with the time it is provided or made available to such Qualified Person, (B) and (y) participate engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such person and its Representatives Qualified Person) regarding any Acquisition ProposalProposal or (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any Qualified Person. Without limiting the foregoing, it is agreed that The Company shall be responsible for any violation of the restrictions set forth in this Section 6.1(a) conduct by any a Representative of the Company it or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be its Subsidiaries that would constitute a breach of this Section 6.1(a) if such conduct were engaged in by the Company.

No Solicitation or Negotiation. Except as set forth in Subject to the terms of Section 6.4(b), from the end of the Transaction Solicitation Period until the earlier to occur of the (1) termination of this Section 6.1Agreement pursuant to Article IX and (2) Acceptance Time, the Company shall notwill cease and cause to be terminated any discussions or negotiations with, nor shall it authorize and terminate any data room access (or permit other access to diligence) of, any Subsidiary of it or any of Person and its or their Affiliates, directors, officers, employees, investment bankersconsultants, attorneysagents, accountants or other representatives and advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) relating to an Acquisition Transaction. Unless the Company has already so requested prior to the expiration of the Transaction Solicitation Period, promptly following the expiration of the Transaction Solicitation Period, the Company will request that each Person (other than Parent and its Representatives and any Excluded Parties) that has, prior to the expiration of the Transaction Solicitation Period, executed a confidentiality agreement in connection with its consideration of an Acquisition Transaction, promptly return or destroy, in accordance with the terms of such confidentiality agreement, all non-public information furnished to such Person by or on behalf of the Company or its Subsidiaries prior to the expiration of the Transaction Solicitation Period. Subject to the terms of Section 6.4(b) and Section 6.4(d), from the end of the Transaction Solicitation Period until the earlier to occur of the (1) termination of this Agreement pursuant to Article IX and (2) Acceptance Time, the Company and its Subsidiaries, and their respective directors and executive officers, will not, and the Company will not authorize, direct, permit or instruct any of its or its Subsidiaries’ employees, consultants or other Representatives to, directly or indirectly: , (i) solicit, initiate, encourage propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiry, proposal or offer that could would reasonably be expected to lead to any an Acquisition Proposal. Notwithstanding the foregoing and subsection ; (eiii) belowparticipate, prior or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the adoption making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 6.4); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement at the Company Stockholders’ Meeting (the any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Specified TimeAlternative Acquisition Agreement”); or (vi) authorize, the Company may, resolve or commit to the extent required by the fiduciary obligations do any of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, in response to a bona fide, unsolicited Acquisition Proposal made or received after foregoing. From the date of this Agreement until the earlier to occur of the (including1) termination of this Agreement pursuant to Article IX and (2) Acceptance Time, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions will not be required to enforce, and will be permitted to waive, any provision of any standstill or to whom the Company furnished information prior confidentiality agreement to the date hereof) extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(fthereof)), in each case that did not follow a breach by the Company of this Section 6.1, and subject to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company.

No Solicitation or Negotiation. Except as set forth in (a) Until the earlier of the termination of this Section 6.1Agreement pursuant to its terms or the Effective Time, neither the Company shall not, nor shall it authorize or permit any Subsidiary nor any representative of it the Company or any of its or their directorsSubsidiary shall, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to directly or indirectly: , take any action to (i) solicitencourage, initiate, encourage solicit or facilitate any inquiries or initiate the making submission of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal or any inquiryinquiries with respect thereto, proposal (ii) enter into any agreement for or offer that could reasonably be expected relating to lead to a Third-Party Transaction or (iii) participate in any way in discussions or negotiations with, or furnish any non-public information to, any Person in connection with any Acquisition Proposal. Notwithstanding the foregoing and subsection (e) below, prior to the adoption any other provision of this Agreement at the Company Stockholders’ Meeting (the “Specified Time”Section 6.6(a), the Company may, prior to the extent required by the fiduciary obligations of the Company Board or any special committee thereof, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counselStockholder Approval, in response to a bona fide, an unsolicited Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its financial advisor is reasonably likely to lead to a BONA FIDE Superior Proposal (as defined below in Section 6.1(f)), in each case that did not follow a breach by the Company of this Section 6.1, and subject provide non-public information to compliance with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement (as defined in Section 9.3) and (y) participate in or have discussions or negotiations with such person third party, if and only to the extent that the Board of Directors has determined in good faith, after receiving the advice of its Representatives regarding outside counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the Company's stockholders under applicable law. The Company will immediately communicate to the Buyer the receipt of any Acquisition Proposal. Without limiting third party solicitation, proposal or BONA FIDE inquiry that the foregoingCompany, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by Subsidiary or any Representative representative of the Company or any Subsidiary may receive in respect of itany such transaction, whether or not of any request for such person is purporting information, including in each case a copy thereof and all other particulars thereof, and keep the Buyer fully apprised of all developments therein on a current basis, and consider in good faith any counterproposals which the Buyer, in its sole discretion, elects to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Companymake.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, during the Pre-Closing Period neither the Company nor any of its Subsidiaries shall, and the Company shall not, nor shall it authorize or permit any Subsidiary of it or any of use commercially reasonable efforts to cause its or their directors, officers, employees, investment bankers, attorneys, accountants or and other advisors or representatives retained by them (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to not to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below in Section 6.1(f)), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common StockProposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non public information with respect to, assist for the purpose of encouraging or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way withfacilitating, any Acquisition Proposal (for avoidance of doubt, it being understood that the foregoing shall not prohibit the Company or any inquiry, proposal or offer that could reasonably be expected of its Representatives from making such person aware of the restrictions of this Section 6.1 in response to lead to any the receipt of an Acquisition Proposal, nor shall it prohibit the Company from engaging in discussions with its Representatives to the extent reasonably necessary to assist the Company in determining how to properly respond to such Acquisition Proposal). Notwithstanding the foregoing and subsection (e) below, prior anything to the adoption of contrary set forth in this Agreement at the Company Stockholders’ Meeting (the “Specified Time”)Agreement, the Company may, to the extent it is required by the fiduciary obligations of to do so in order for the Company Board or any special committee thereofto comply with its fiduciary obligations under applicable law, as determined in good faith by the Company Board or any such special committee, after consultation with its outside counsel, counsel (A) in response to a Superior Proposal or a bona fide, unsolicited written Acquisition Proposal made or received after the date of this Agreement (including, without limitation, an Acquisition Proposal received from a person with whom the Company had discussions or to whom the Company furnished information prior to the date hereof) that the Company Board or any special committee determines in good faith after consultation with its outside counsel and its the Company’s financial advisor is reasonably likely to lead to a Superior Proposal (as defined below in Section 6.1(f))Proposal, in each case that did not follow result from a breach in any material respect by the Company of this Section 6.1, and subject to compliance in all material respects with Section 6.1(c), (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement with terms no not materially less favorable to restrictive of the Company other party than the Confidentiality Agreement (as defined in Section 9.3) and Agreement; (y) participate in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Representatives regarding any Acquisition Proposal; and (z) take such other actions as are required in order for the Company Board to comply with its fiduciary obligations under applicable law, as determined in good faith by the Company Board after consultation with outside counsel; and (B) in response to a Superior Proposal or an inquiry that is reasonably likely to lead to a Superior Proposal, in each case that did not result from a breach in any material respect by the Company of this Section 6.1, and subject to compliance in all material respects with Section 6.1(c), amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock. Without limiting the foregoing, it is agreed understood that any violation of the restrictions set forth in this Section 6.1(a) 6.1 by any a Representative of the Company or any Subsidiary of it, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) 6.1 by the Company.