Common use of No Solicitations Clause in Contracts

No Solicitations. From and after the date hereof, KCPL and UCU will not, and will not authorize or permit any of their respective Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDED, HOWEVER, that notwithstanding any other provision hereof, the respective party may (i) at any time prior to the time the respective party's stockholders shall have voted to approve this Agreement engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the party and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by the party's Board of Directors after consultation with its financial advisors) and (y) the party's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, such party (x) provides prompt notice to the other 44

No Solicitations. From and after May 12, 1998 until the Effective Date or, if earlier, the date hereofthis Agreement is terminated or abandoned as provided in Section 10.1, KCPL and UCU will not, and will Parent shall not authorize or permit any of their respective Representatives to, (nor did it) directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDED, HOWEVER, that notwithstanding any other provision hereof, the respective party may indirectly (i) at solicit or initiate any time prior discussion with or (ii) enter into negotiations or agreements with, or furnish any information that is not publicly available to, any corporation, partnership, person or other entity or group (other than the Company, an Affiliate of the Company or their authorized representatives) concerning any Acquisition Proposal involving Parent, and Parent will instruct its Representatives not to take any action contrary to the time the respective party's stockholders shall have voted to approve foregoing provisions of this Agreement engage in discussions or negotiations with a third party who (without any solicitationsentence; provided, initiationhowever, encouragement, discussion or negotiation, directly or indirectly, by or with the party or that Parent and its Representatives after the date hereofshall not be prohibited from taking any action described in clause (ii) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the party and its business, properties and assets if, and only above to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by the party's Board of Directors after consultation with its financial advisors) and (y) the party's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for taken by, or upon the authority of, the Board of Directors of Parent in the exercise of the Board's good faith judgment as to act in a manner consistent with its fiduciary duties under applicable law to the shareholders of the Company, which judgment is based upon the written advice of independent, outside legal counsel that a failure of the Board of Directors of Parent to take such action would be likely to constitute a breach of its fiduciary duties to such shareholders. Parent will notify the Company promptly in writing if Parent becomes aware that any inquiries or proposals are received by, any information is requested from or any negotiations or discussions are sought to be initiated with, Parent with respect to an Acquisition Proposal. Each time, if any, that the Board of Directors of Parent determines, upon written advice of such legal counsel and (B) prior in the exercise of its good faith judgment as to furnishing such information its fiduciary duties to or entering shareholders, that it must enter into discussions or negotiations with such or furnish any information that is not publicly available to, any corporation, partnership, person or entityother entity or group (other than Parent, such party (xan Affiliate of the Company or their Representatives) provides concerning any Acquisition Proposal, Parent will give the Company prompt notice to of such determination (which shall include a copy of the other 44written advice of such legal counsel).

No Solicitations. From and after the date hereof, KCPL and UCU will (a) The Company shall not, and will not authorize or permit any of their respective Representatives to, directly or indirectly, solicitthrough any officer, initiate director, employee, representative, agent or other person, solicit or encourage the initiation or submission of any direct or indirect inquiries, proposals or offers regarding any acquisition, merger, takeover bid or sale of all or any of the assets (including other than in the ordinary course of business consistent with past practice) or any shares of capital stock of the Company (other than pursuant to exercise, in accordance with the terms thereof, by the persons listed on Schedule 2.2(a) of options outstanding under Company Stock Option Plans as in effect on the date hereof), whether or not in writing and whether or not delivered to the stockholders of the Company generally (including, without limitation, by way of furnishing informationa tender offer) by any party other than Emerald or take its affiliates (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"); provided, however, that nothing contained in this Agreement shall prevent the Board of Directors of the Company from referring any third party to this Section 5.4. Nothing contained in this Section 5.4 or any other action provision of this Agreement shall prevent the Board of Directors of the Company from considering or negotiating an unsolicited bona fide Acquisition Proposal. If the Board of Directors of the Company, after duly considering written advice of outside counsel and financial advisors to facilitate knowingly the Company, determines in good faith that it would likely be a violation of its fiduciary responsibilities to not approve or recommend (and in connection therewith withdraw or modify its approval or recommendation of this Agreement, and the transactions contemplated hereby) a Superior Proposal (as defined below), then, notwithstanding any inquiries such approval or recommendation (i) the Company shall not enter into any agreement with respect to the Superior Proposal and (ii) any other obligation of the Company under this Agreement shall not be affected, unless this Agreement is terminated pursuant to Section 8.1(e) hereof prior to or simultaneously with the grant of such approval or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any personsuch recommendation and the Company, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDED, HOWEVER, that notwithstanding any other provision hereof, the respective party may (i) at any time prior to the time of such termination resulting from such Superior Proposal, pays Emerald the respective party's stockholders shall have voted to approve this Agreement engage in discussions or negotiations with Termination Fee. As used herein the term "Superior Proposal" means an unsolicited bona fide proposal made by a third party who (without to acquire the Company pursuant to a tender or exchange offer, a merger, a sale of all or any solicitationsignificant portion of its assets or otherwise that the Company Board of Directors determines in its good faith judgment to be a proposal which, initiationif accepted, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the party and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by the party's Board consummated, taking into account, without limitation, all legal, financial and regulatory aspects of Directors after consultation with its financial advisors) such proposal and person or persons making such proposal and (y) would, if consummated, result in a more favorable transaction to the party's Board holders of Directors shall conclude in good faith, the Company Common Stock than the transactions contemplated by this Agreement (after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, such party (x) provides prompt notice to the other 44Company's professional advisors).

No Solicitations. From and after the date hereof, KCPL USR and UCU will URI shall not, and will shall not authorize or permit any of their respective subsidiaries or Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any personperson or entity, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDEDprovided, HOWEVERhowever, that notwithstanding any other provision hereof, the respective either party may (i) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer; and (ii) at any time after the 120th day following the date hereof and prior to the time the respective party's USR stockholders shall have voted to approve adopt this Agreement Agreement, (A) engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) seeks to initiate such discussions or negotiations negotiations, and may furnish such third party information concerning the party and its business, properties and assets if, and only to the extent that, (A) (x1)(w) the third party has first made an Acquisition Proposal that is financially superior to the Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined Board of Directors of such party believes in good faith in each case by the party's Board of Directors (after consultation with its financial advisorsadvisor) is reasonably capable of being completed, taking into account all relevant legal, financial, regulatory and (y) other aspects of the party's Board Acquisition Proposal and the source of Directors shall conclude in good faith, after considering applicable provisions of state lawits financing, on the basis terms proposed and, believes in good faith (after consultation with its financial advisor and after taking into account the strategic benefits anticipated to be derived from the Merger and the long-term prospects of oral or written advice of outside counsel that such action is necessary for the Board of Directors to act USR and URI as a combined company), would, if consummated, result in a manner consistent transaction more favorable to the stockholders of USR or URI, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement and believes in good faith (after consultation with its fiduciary duties under applicable law and financial advisor) that the person making such Acquisition Proposal has, or is reasonably likely to have or obtain, any necessary funds or customary commitments to provide any funds necessary to consummate such Acquisition Proposal (B) prior to furnishing any such information to or entering into discussions or negotiations with such person or entity, such party (x) provides prompt notice to the other 44more favorable Acquisition Proposal being referred in

No Solicitations. From and after the date hereof, KCPL and UCU Ambassador will not, and will not authorize or permit any of their respective its Affiliates or Representatives to, directly or knowingly indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDEDprovided, HOWEVERhowever, that notwithstanding any other provision hereof, the respective party Ambassador may (i) at any time prior to the time the respective partyAmbassador's stockholders shall have voted to approve this Agreement Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, initiation or encouragement, discussion or negotiation, directly or knowingly indirectly, by or with the party Ambassador or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the party Ambassador and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal and the Board of Directors of Ambassador determines in good faith and after consultation with its financial advisor, that to do so has a reasonable prospect of leading to an Acquisition Proposal that is financially superior to the Merger and has demonstrated that for which financing for the Acquisition Proposal is reasonably likely has a reasonable prospect to be obtained (as determined in good faith in each case by the partyAmbassador's Board of Directors after consultation with its financial advisors) and (a "Superior Proposal") or (y) the partyAmbassador's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, such party (x) provides prompt notice to the other 44after considering

No Solicitations. From and after the date hereof, KCPL and UCU (a) The Company will not, and will not authorize or permit any of their respective Representatives its Subsidiaries or any of the directors, officers, employees, advisors, representatives or agents of the Company or any of its Subsidiaries (collectively, the "Representatives") to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDED, HOWEVER, that notwithstanding any other provision hereof, the respective party may (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company (other than the sale of inventory in the ordinary course of business) or any of its Subsidiaries or any capital stock of the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (an "Acquisition Transaction"), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any person or entity, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing, provided, however, that, at any time prior to the time the respective party's stockholders shall have voted to approve approval of this Agreement engage by the stockholders of the Company, if the Company receives a bona fide written Acquisition Transaction that was unsolicited and that did not otherwise result from a breach of this Section 7.6, the Company may furnish non-public information with respect to the Company and its Subsidiaries to the person who made such Acquisition Transaction and may participate in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) seeks to initiate regarding such discussions or negotiations and may furnish such third party information concerning the party and its business, properties and assets if, and only to the extent that, Acquisition Transaction if (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by the party's Company Board of Directors after consultation with its financial advisors) and (y) the party's Board of Directors shall conclude determines in good faith, after considering applicable provisions of state lawreceiving advice from its outside counsel, on the basis of oral or written advice of outside counsel that such action is necessary for the Board of Directors failure to act in a manner consistent with do so would violate its fiduciary duties to the Company's stockholders under applicable law law, and (B) prior the Company Board determines that such Acquisition Transaction is a Superior Proposal (as defined in Section 7.6(c)). (b) The Company shall, and shall cause its Subsidiaries' and their representatives to, immediately cease and cause to furnishing such information to or entering into be terminated any existing discussions or negotiations with any persons or entities (other than Parent and MergerCo) conducted heretofore with respect to any of the foregoing. The Company agrees not to (and to cause its Subsidiaries not to) release any third party from the confidentiality provisions of any agreement to which the Company or any of its Subsidiaries is a party. (c) For the purposes of this Agreement, "Superior Proposal" means any Acquisition Transaction which the Company Board determines in its good faith judgment (after receiving advice from its financial advisor and taking into account all the terms and conditions of such person or entity, proposal and the Merger including any conditions to consummation and the likelihood of such party (xtransaction being consummated) provides prompt notice to be more favorable to the other 44holders of Company Stock from a financial point of view than the Merger.

No Solicitations. From and after the date hereof, KCPL and UCU will not, and will not authorize or permit any of their respective its Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDEDprovided, HOWEVERhowever, that notwithstanding any other provision hereof, the respective party KCPL may (i) at any time prior to the time the respective partyKCPL's stockholders shareholders shall have voted to approve this Agreement Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party KCPL or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the party KCPL and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the Merger transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by the partyKCPL's Board of Directors after consultation with its financial advisors) and (y) the partyKCPL's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the KCPL Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, such party KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (other 44than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion of the assets of KCPL or any KCPL Subsidiary.

No Solicitations. From (a) Neither Banner, Holdings nor the Company shall directly or indirectly, through any officer, director, employee, representative or agent of Banner, Holdings or the Company solicit or encourage the initiation or submission of any inquiries, proposals or offers regarding any acquisition, merger, take-over bid, sale of all or substantially all of the assets of (other than a sale of the Excluded Assets), or sales of shares of capital stock of the Company, whether or not in writing and after whether or not delivered to the date hereofstockholders of the Company generally (including without limitation by way of a tender offer), KCPL or similar transactions involving the Company (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"); provided, however, that nothing contained in this Agreement shall prevent the Board of Directors of the Company from referring any third party to this Section 4.3. Banner, Holdings and UCU will notthe Company further agree that none of them nor any of the officers and directors of any of them shall, and will not authorize that they shall direct and use their best efforts to cause their employees, agents and representatives (including any investment banker, attorney or permit accountant retained by any of their respective Representatives them) not to, directly or indirectly, solicitengage in any negotiations concerning, initiate or encourage (including by way of furnishing information) provide any confidential information or take data to, or have any other action to facilitate knowingly discussions with, any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead person relating to an Acquisition Proposal (as defined herein) from any personProposal, or engage in otherwise facilitate any discussion effort or negotiations relating thereto attempt to make or accept any implement an Acquisition Proposal; PROVIDED, HOWEVER, that notwithstanding any other provision hereof, . (b) The Company shall promptly notify the respective party may Acquiror after receipt (i) at any time prior to the time the respective party's stockholders shall have voted to approve this Agreement engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) seeks to initiate such discussions of any Acquisition Proposal or negotiations and may furnish such third party any request for nonpublic information concerning the party and its business, properties and assets if, and only relating to the extent that, (A) (x) the third party has first made Company in connection with an Acquisition Proposal that is financially superior or for access to the Merger and has demonstrated properties, books or records of the Company that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by the party's Board of Directors after consultation with its financial advisors) and (y) the party's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for informs the Board of Directors of the Company that it is considering making, or has made, an Acquisition Proposal. The Company also agrees that it will promptly request each person that has heretofore executed a confidentiality agreement in connection with any such person's consideration of acquiring it to act in a manner consistent with its fiduciary duties under applicable law return all confidential information heretofore furnished to such person by or on behalf of it. (c) The Company agrees that it will immediately cease and (B) prior cause to furnishing such information to or entering into be terminated any existing activities, discussions or negotiations with such person any parties conducted heretofore with respect to any of the foregoing. The Company agrees that it will take the necessary steps to promptly inform the individuals or entity, such party (x) provides prompt notice entities referred to above of the other 44obligations undertaken in this Section 4.3.

No Solicitations. From and after Until the date hereofMeasurement Date, KCPL and UCU will not, and will not neither the Company nor any of its Subsidiaries shall authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of their respective Representatives the Company or any of its Subsidiaries to, directly or indirectly, initiate, solicit, initiate encourage, or, unless the Board of Directors of the Company believes, after consultation with outside legal counsel, that the failure to take such actions would constitute a breach of the fiduciary duties of the Board of Directors, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or encourage (including by way of furnishing information) otherwise cooperate with, assist, participate in or take any other action to facilitate knowingly any inquiries or the making of any proposal or offer for, or which constitutes or may reasonably be expected to lead to to, an Acquisition Proposal (as defined herein) from Transaction, by any personPerson, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposalgroup (a "Potential Acquiror"); PROVIDEDprovided, HOWEVERhowever, that notwithstanding any other provision hereof, the respective party may (i) at any time prior the Company may furnish or cause to be furnished information concerning the time Company and its businesses, properties or assets to a Potential Acquiror, (ii) the respective party's stockholders shall have voted to approve this Agreement Company may engage in discussions or negotiations with a third party who Potential Acquiror, (without any solicitationiii) following receipt of a proposal or offer for an Acquisition Transaction, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after Company may make disclosure to the date hereof) seeks to initiate such discussions or negotiations Company's stockholders and may furnish recommend such third party information concerning proposal or offer to the party Company's stockholders and its business(iv) following receipt of a proposal or offer for an Acquisition Transaction, properties and assets ifthe Board of Directors may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, and but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that, (A) (x) that the third party has Board of Directors of the Company shall have first made an Acquisition Proposal that is financially superior to the Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined concluded in good faith in each case by the party's Board of Directors after consultation with its financial advisors) and (y) the party's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside legal counsel that such action is necessary for or appropriate because failure to take such action would constitute a breach of the fiduciary duties owed by the Board of Directors of the Company to act in a manner consistent with its fiduciary duties the Company's stockholders under applicable law law; and provided, further, that the Board of Directors of the Company shall not take or permit the Company to take any of the foregoing actions referred to in clauses (Bi) through (iv) without prior written notice to furnishing Siemens with respect to such information action. The Company shall promptly inform Siemens, orally and in writing, of the material terms and conditions of any proposal or offer for, or which may reasonably be expected to or entering into lead to, an Acquisition Transaction that it receives and the identity of the Potential Acquiror. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with such person any parties conducted on or entity, such party (x) provides prompt notice prior to the date of this Agreement heretofore with respect to any Acquisition Transaction. As used in this Agreement, "Acquisition Transaction" means any merger, consolidation or other 44business combination involving the Company, or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of, the Company, whether for cash, securities or any other consideration or combination thereof, other than pursuant to the transactions contemplated by this Agreement.

No Solicitations. From The Company shall not and after the date hereof, KCPL and UCU will not, and will shall cause its Subsidiaries not authorize or permit any of their respective Representatives to, directly or indirectly, solicitthrough any officer, director, affiliate, employee, agent, financial advisor, representative or otherwise, (a) solicit or initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or with respect to the making submission of any Acquisition Proposal (as defined below), (b) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any Person to make an inquiry in respect of or make any proposal which constitutes or offer that constitutes, or may be reasonably be expected to lead to, any Acquisition Proposal or (c) enter into any agreement or agreement in principle providing for or relating to an Acquisition Proposal; provided, however, that (i) nothing contained in this Section 4.2 or any other provision of this Agreement shall prohibit the Company or the Board of Directors from taking and disclosing to the Company shareholders pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act, a position with respect to a tender or exchange offer by a third party and (ii) the Company may, prior to the approval by the Company shareholders of the Merger, in response to an unsolicited bona fide written proposal received on or after the date of this Agreement (and not withdrawn), with respect to an Acquisition Proposal (as defined herein) from any persona third party, which did not result from a breach of this Section 4.2, furnish information to, and negotiate, explore or otherwise engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDED, HOWEVER, that notwithstanding any other provision hereof, the respective party may (i) at any time prior to the time the respective party's stockholders shall have voted to approve this Agreement engage in substantive discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the party and its business, properties and assets only if, and only to the extent that, that (A) (x) the third party has first made an Acquisition Proposal that is financially superior to Board of Directors, after consultation with and taking into account the Merger advice of its financial advisors and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined outside legal counsel, determines in good faith in each case by the party's Board of Directors after consultation with its financial advisors) and (y) the party's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the Board of Directors to act in a manner consistent with would breach its fiduciary duties to shareholders under applicable law and without taking such action, (B) prior to furnishing taking such information action, the Company receives from such Person an executed confidentiality agreement having terms no more favorable than the Confidentiality Agreement, (C) the Board of Directors, after consultation with and taking into account the advice of its financial advisors and legal counsel, determines in good faith that such proposal would, if accepted, be reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and (D) the proposal would, if consummated, result in a transaction that provides a higher per share price to its shareholders, from a financial point of view, than the transactions contemplated by this Agreement and for which financing, to the extent required, is then represented by bona fide commitment letters (such more favorable Acquisition Proposal hereinafter referred to as a “Superior Proposal”; provided, that, for purposes of the definition of Superior Proposal, the term Acquisition Proposal shall have the meaning assigned below, except that references to “15% or entering into more” shall be deemed to be references to “50% or more”). The Company shall and shall cause its Subsidiaries and their respective officers, directors, affiliates, employees, agents, financial advisors and representatives to immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing. The Company shall and shall cause its Subsidiaries to immediately notify Holdings and Merger Sub if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the Company or any of its Subsidiaries, in each case in connection with any Acquisition Proposal. Each notice shall contain the name of any Person making any such person proposal, requesting such information or entityseeking such negotiations or discussions and a summary of the material terms and conditions of any proposals or offers and thereafter the Company shall keep Holdings and Merger Sub informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 4.2 of the obligations undertaken in this Section 4.2 and in the Confidentiality Agreement. The Co mpany will promptly provide to Holdings and Merger Sub any information concerning the Company and its Subsidiaries provided to any other Person in connection with an Acquisition Proposal which was not previously delivered to Holdings and Merger Sub. The Company shall and shall cause its Subsidiaries to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries to promptly return or destroy all written confidential information heretofore furnished to such Person (whether then in the possession of such Person or its advisors or representatives) by or on behalf of the Company or any of its Subsidiaries. The Company agrees not to release any third party from or waive any provisions of confidentiality in any confidentiality agreement to which the Company is a party or by which it is bound. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 4.2 by any officer, director, affiliate, employee, agent, financial advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.2. For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal, offer or indication of interest from any Person (xother than by or on behalf of Merger Sub or Holdings) provides prompt notice relating to any direct or indirect acquisition or purchase (including any single or multiple-step transaction) of a business or assets of the Company or its Subsidiaries that generates 15% or more of the net revenues or net income, or constitutes 15% or more of the assets (as determined with respect to the other 44financial statements contained in the most recent SEC Report and filed prior to such determination) of the Company or any of its significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act) (a “Significant Subsidiary”), or 15% or more beneficial ownership (as determined pursuant to Rule 13d-3 under the Exchange Act) of any class of equity securities of the Company or any of its Significant Subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) 15% or more of any class of equity securities of the Company or any of its Significant Subsidiaries or any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or similar transaction involving the Company or any of its Significant Subsidiaries.

No Solicitations. From (a) Except as otherwise provided herein, prior to the Closing, the Company shall not, directly or indirectly, initiate, solicit or encourage any inquiries or the making or implementation of any proposal or offer with respect to a merger, acquisition or similar transaction involving the purchase of the Company, all or substantially all of the Company’s assets, or the Company Stock. (b) Except as otherwise provided herein, from and after the date hereoftime the Company obtains the Company Requisite Stockholder Approval, KCPL and UCU the Company will not, and will not authorize or permit any of their respective Representatives its directors, officers, Current Employees, advisors, representatives, agents or affiliates to, directly or indirectly, solicit(i) discuss, initiate negotiate, undertake, authorize, recommend, propose or encourage enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction involving a merger, consolidation, business combination, purchase, disposition, transfer or exclusive license of any amount of the assets of the Company (including by way other than in the ordinary course of furnishing informationbusiness) or take any capital stock of the Company other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person or entity, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other action Person or entity to facilitate knowingly do or seek any inquiries of the foregoing (a “Proposal”); provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) making disclosures to the holders of any proposal which constitutes or may reasonably be expected Company Stock that the Company Board determines in good faith (after consultation with outside counsel) that the Company Board is required to lead make in order to an Acquisition Proposal (as defined herein) from any personcomply with its fiduciary duties to the holders of Company Stock under the DGCL, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; PROVIDED, HOWEVER, that notwithstanding any other provision hereof, the respective party may (iB) at any time prior to, but not after, the Company Requisite Stockholder Approvals are obtained: (I) providing confidential or non-public information in response to the time the respective party's stockholders shall have voted to approve a request therefor by a Person who has made an unsolicited bona fide written Proposal for an Acquisition Transaction which did not result from a breach of this Agreement engage Section 6.6 (a “Qualifying Acquisition Proposal”); (II) engaging or participating in any discussions or negotiations with any Person who has made a third party who Qualifying Acquisition Proposal; or (without III) approving or recommending to the holders of shares of Company Stock a Qualifying Acquisition Proposal (or agreeing to take any solicitationsuch action), initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the party and its business, properties and assets if, if and only to the extent thatthat (1) in the case of any action described in clause (I), (AII) or (III) above, after consulting with outside legal counsel the Company Board determines in good faith that failing to take such action would constitute a breach by the directors of the Company of their fiduciary duties under applicable Law; (2) prior to taking any action described in clause (I) or (II) above, the Company and the other Person referred to in such clauses execute and deliver a written confidentiality agreement on terms substantially similar to the Confidentiality Agreement; (3) in the case of any action described in clause (II) or (III) above, the Company Board determines in good faith and after consulting with its financial advisors and outside counsel that the Qualifying Acquisition Proposal referred to in such clauses is (x) more favorable from a financial point of view to the third party has first made an Stockholders than the Merger after taking into account any Revised Terms by Parent before such action is taken and all other relevant factors (including but not limited to the probability that such Qualifying Acquisition Proposal that is financially superior will be consummated and the time required to the Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by the party's Board of Directors after consultation with its financial advisorseffect such consummation) and (y) reasonably likely to be consummated taking into account all legal, financial, regulatory and other relevant factors (any such Qualifying Acquisition Proposal, a “Superior Proposal”), or in the party's Board case of Directors clause (II) only, is reasonably likely to lead to a Superior Proposal; (4) before taking any of the actions described in clause (II) or (III) above, the Company shall conclude have provided written notice to Parent of the Company’s or the Company Board’s intention to take such action, at least five (5) Business Days (in good faith, after considering applicable the case of the first Qualifying Acquisition Proposal made by such Person) or one (1) Business Day (in the case of any subsequent Qualifying Acquisition Proposal made by such Person) shall have elapsed since the date on which Parent received such notice and the Company shall have complied with the provisions of state lawSection 6.6(c). (c) The Company shall, on the basis of oral or written advice of outside counsel that such action is necessary for the Board of Directors and shall cause its representatives to, immediately cease and cause to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into be terminated any existing discussions or negotiations with any Persons (other than Ultimate Parent, Parent and MergerCo) conducted heretofore with respect to any Proposal. The Company shall advise Parent in writing of any Proposal (including the terms thereof and the identity of the Person making the Proposal) and inquiries with respect to any Proposal within 24 hours of the receipt of such person Proposal or entityinquiry and shall keep Parent informed on a current basis of the status of any discussions regarding a Proposal. The Company agrees that during the five- and one- Business Day periods described in clause (B)(III)(4) of the proviso of paragraph (b) above, such party (x) provides prompt notice the Company shall negotiate in good faith with Parent with respect to any revisions to the other 44terms of the transactions contemplated by this Agreement proposed by Parent. Any such revisions which Parent offers in writing to make which, if accepted by the Company, would be legally binding on the parties to this Agreement are referred to herein as “Revised Terms”. (d) Notwithstanding anything in this Section 6.6 to the contrary, nothing in this Agreement shall prohibit the Company from (i) obtaining additional equity financing from its existing investors, (ii) making an assignment for the benefit of creditors or (iii) dissolving and winding up.

No Solicitations. (a) From and after the date hereof, KCPL and UCU (i) CILCORP will not, and will not authorize or permit any of their respective its Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined hereinin Section 7.8(b) hereof) from any person, or engage in any discussion or negotiations relating thereto and (ii) neither the Board of Directors of CILCORP nor any committee thereof shall (A) withdraw or accept modify, or propose publicly to withdraw or modify, in a manner adverse to AES, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (B) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (C) cause CILCORP or any CILCORP Subsidiary to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal; PROVIDEDprovided, HOWEVERhowever, that notwithstanding any other provision hereofCILCORP may, the respective party may (i) at any time prior to receipt of CILCORP Stockholders' Approval (the time "CILCORP Applicable Period"), (i) in response to an Acquisition Proposal which was not solicited by it or its Representatives and which did not otherwise result from a breach of this Section 7.8, if the respective partyBoard of Directors of CILCORP (x) reasonably believes in good faith, after consultation with its financial advisors, that an Acquisition Proposal may be a Superior Proposal (as defined in Section 7.8(b) hereof) and (y) determines in good faith, after consultation with its financial advisors and outside counsel, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CILCORP's stockholders shall have voted under applicable law, and subject to approve this Agreement engage providing AES with prior written notice of its decision to take such action (the "CILCORP Notice") and compliance with Section 7.8(c) hereof, (1) furnish information with respect to CILCORP and the CILCORP Subsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement and (2) participate in discussions or negotiations regarding such Superior Proposal, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer (provided that, except in connection with a termination of this Agreement pursuant to clause (iii) of this proviso, neither CILCORP nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, its position with respect to this Agreement or the Merger or approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal), and/or (iii) in the event that during the CILCORP Applicable Period the Board of Directors of CILCORP reasonably believes in good faith, after consultation with its financial advisors and outside counsel, (x) that it has received an Acquisition Proposal that constitutes a Superior Proposal and (y) that failure to terminate this Agreement and accept such Superior Proposal could reasonably be expected to be a breach of its fiduciary duties to CILCORP's stockholders under applicable law, by action of the Board of Directors of CILCORP (subject to this sentence and Section 9.1(d)(ii) hereof), terminate this Agreement (and, following the exercise of such termination right, withdraw or modify in any adverse manner its approval or recommendation of this Agreement or the Merger, and approve or recommend any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CILCORP or any such CILCORP Subsidiary, other than the transactions contemplated by this Agreement), but only at a time that is during the CILCORP Applicable Period and is after the third party who (without business day following AES' receipt of written notice advising AES that the Board of Directors of CILCORP is prepared to accept a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal. CILCORP shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiationnegotiation with any persons conducted heretofore by CILCORP or its Representatives with respect to any of the foregoing. (b) As used herein, (i) "Acquisition Proposal" shall mean any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business (a "Material Business") that constitutes 15% or more of the net revenues, net income or the assets (including equity securities) of CILCORP and the CILCORP Subsidiaries, taken as a whole, or 15% or more of any class of voting securities of CILCORP or any CILCORP Subsidiary owning, operating or controlling a Material Business, any tender offer or exchange offer that it consummated would result in any person beneficially owing 15% or more of any class of voting securities of CILCORP or any such CILCORP Subsidiary, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CILCORP or any such CILCORP Subsidiary, other than the transactions contemplated by this Agreement; provided, however, that no transaction permitted pursuant to Section 6.1(f) hereof shall be deemed an Acquisition Proposal for any purpose and (ii) a "Superior Proposal" shall mean any proposal made by a third party to acquire, directly or indirectly, by including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or with similar transaction, for consideration consisting of cash and/or securities, more than 50% of the party combined voting power of the shares of CILCORP Common Stock then outstanding or its Representatives after all or substantially all the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning assets of CILCORP which the party and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by the party's Board of Directors of CILCORP determines in its good faith judgment, after consultation with its financial advisors) advisors and outside counsel, to be more favorable to CILCORP's Stockholders (y) the party's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering taking into discussions or negotiations with such person or entity, such party (x) provides prompt notice account any changes to the financial terms of this Agreement proposed by AES in response to such proposal and all financial and strategic considerations, including relevant legal, financial, regulatory and other 44aspects of the proposal and the third party making such proposal and the conditions and the prospects for completion of such proposal, the strategic direction and benefits sought by CILCORP and any changes to this Agreement proposed by AES in response to such proposal) than the Merger and the other transactions contemplated by this Agreement.