AND THE
PURCHASER, ON THE OTHER HAND, AGREE TO COOPERATE FULLY, AS AND TO THE EXTENT
REASONABLY REQUESTED BY THE OTHER, IN CONNECTION WITH THE PREPARATION AND FILING
OF ANY TAX RETURN, CLAIM FOR REFUND OR AUDIT AND THE PROSECUTION OR DEFENSE OF
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ANY CLAIM, SUIT OR PROCEEDING RELATING TO ANY PROPOSED ADJUSTMENT THAT RELATES
TO THE COMPANY, ANY COMPANY SUBSIDIARY, THE BUSINESS OR THE ASSETS OF THE
COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING THE PROSECUTION OF ANY CLAIM
AGAINST THE SELLERS UNDER THE AIRCAST ASSET PURCHASE AGREEMENT OR A SUBSIDIARY
ASSET PURCHASE AGREEMENT.
5.6
EXCLUSIVITY.
DURING THE PRE-CLOSING PERIOD,
THE SELLERS SHALL NOT, AND SHALL CAUSE THE COMPANY, THE COMPANY SUBSIDIARIES AND
EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, BROKERS OR REPRESENTATIVES
(COLLECTIVELY, THE "SELLER REPRESENTATIVES") NOT TO, INITIATE OR PARTICIPATE IN
ANY NEGOTIATION OF, ENTER INTO ANY AGREEMENT CONCERNING OR ALLOW THE
CONSUMMATION OF, FURNISH ANY INFORMATION TO ANY THIRD PERSON WITH RESPECT TO, OR
RESPOND (EXCEPT BY REFERENCE TO PRIOR PUBLIC ANNOUNCEMENTS) TO ANY INQUIRIES
REGARDING:
(I) ANY TRANSFER OF ANY MATERIAL PORTION OF THE ASSETS OF THE
COMPANY AND THE COMPANY SUBSIDIARIES; (II) ANY ISSUANCE OF CAPITAL STOCK OF THE
COMPANY OR ANY TRANSFER OF OUTSTANDING CAPITAL OF THE COMPANY RESULTING IN A
CHANGE OF CONTROL OF THE COMPANY (PROVIDED THAT: (A) NO ISSUANCE OF CAPITAL
STOCK OF THE COMPANY OR TRANSFER OF OUTSTANDING CAPITAL STOCK OF THE COMPANY NOT
RESULTING IN A CHANGE OF CONTROL (INCLUDING THE ISSUANCE OF ANY STOCK OPTIONS OR
OTHER RIGHTS TO ACQUIRE CAPITAL STOCK OF THE COMPANY TO ANY MEMBERS OF
MANAGEMENT OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES) SHALL RESULT IN
THE PURCHASER ACQUIRING LESS THAN ONE HUNDRED PERCENT (100%) OF THE COMPANY'S
OUTSTANDING SHARES OF CAPITAL STOCK (AND ANY OUTSTANDING OPTIONS OR OTHER RIGHTS
TO ACQUIRE CAPITAL STOCK OF THE COMPANY) AT THE CLOSING; AND (B) NO TRANSFER OF
OUTSTANDING CAPITAL STOCK OF THE COMPANY SHALL BE MADE BY ANY OF THE TAILWIND
STOCKHOLDERS); OR (III) ANY MERGER OR OTHER BUSINESS COMBINATION TRANSACTION, IN
EACH CASE WITH ANY PARTY OTHER THAN THE PURCHASER (EACH, AN "ALTERNATIVE
TRANSACTION").
IF ANY SELLER, THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF THE
SELLER REPRESENTATIVES RECEIVES AN UNSOLICITED INQUIRY, OFFER OR PROPOSAL
RELATING TO AN ALTERNATIVE TRANSACTION, THE SELLERS SHALL AS SOON AS REASONABLY
PRACTICABLE THEREAFTER NOTIFY THE PURCHASER THEREOF, INCLUDING INFORMATION AS TO
THE CONTENTS AND TERMS OF SUCH INQUIRY, OFFER OR PROPOSAL AND THE IDENTITY OF
THE PERSON MAKING SUCH INQUIRY, OFFER OR PROPOSAL.
5.7
NOTIFICATION DURING THE PRE-CLOSING PERIOD
OF BREACHES.
DURING THE PRE-CLOSING PERIOD, THE PURCHASER, ON THE ONE HAND, AND
EACH SELLER, ON THE OTHER HAND, WILL EACH NOTIFY THE OTHER AS SOON AS REASONABLY
PRACTICABLE AFTER IT BECOMES AWARE OF ANY MATERIAL BREACH OF ANY OF ITS
REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS CONTAINED IN THIS AGREEMENT
OR OF ANY FACT OR CONDITION THAT WOULD CAUSE A CONDITION TO THE OTHER PARTY'S
OBLIGATION TO CONSUMMATE THE CLOSING SET FORTH IN ARTICLE VI TO