“Representatives” means with respect to any Person, any of such Person’s officers, directors, managers, employees, agents, consultants, advisors, and other representatives, including legal counsel, accountants and financial advisors. <omitted>

<omitted>

Section 6.9 No Solicitation. (a) Except as permitted by this Section 6.9, the Company shall not, and shall cause the other Company Entities and its and their respective officers and directors not to, and shall use commercially reasonable efforts to cause its and their other Representatives not to, directly or indirectly: (i) solicit, initiate or facilitate the making of any Acquisition Proposal or any inquiry or proposal that would be reasonably expected to lead to any Acquisition Proposal; (ii) furnish or disclose any information regarding any of the Company Entities to any Third Person in connection with, or in a manner that would be reasonably expected to lead to, or for the purpose of initiating, soliciting or facilitating, in each case, an Acquisition Proposal or any inquiries, proposals or offers that would be reasonably be expected to lead to an Acquisition Proposal; (iii) enter into, participate or engage in or continue to participate or engage in any discussions or negotiations with any Third Person with respect to any Acquisition Proposal or any inquiry or proposal that would be reasonably expected to lead to an Acquisition Proposal; (iv) approve, adopt, endorse, recommend or execute or enter into, or commit to enter into, any Alternative Acquisition Agreement or letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, term sheet or similar agreement, with respect to or in connection with or that would reasonably be expected to lead to an Acquisition Proposal; 

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(v) take any action to make the provisions of any Takeover Laws or any anti-takeover provision in the Company’s Organizational Documents inapplicable to any transactions contemplated by an Acquisition Proposal; or (vi) resolve to do or publicly announce any of the foregoing; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may engage in any such discussions or negotiations and provide any such information in response to a bona fide written Acquisition Proposal that has not been withdrawn if (A) such bona fide written Acquisition Proposal did not result from a breach of this Section 6.9, (B) prior to providing any material non-public information regarding the Company to any Third Person in response to an Acquisition Proposal, the Company receives from such Third Person (or there is then in effect with such party) an executed confidentiality agreement that contains nondisclosure provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement, (C) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to lead to a Superior Proposal and (D) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be inconsistent with the Company Board’s fiduciary obligations to the Company Stockholders under applicable Law. Prior to or within twenty four (24) hours after providing any material non-public information to such Third Person, the Company shall make such material non-public information available to Parent and the Purchaser (to the extent such material non-public information has not been previously made available to Parent or the Purchaser or any of their respective Representatives) (Page 35)

Question: Liability standard for no-shop breach by Target Non-D&O Representatives
Subquestion: <NONE>
Answer: Reasonable standard