SECTION 6.03.
SECTION 6.03.
NO SOLICITATION OF TRANSACTIONS.
(A)
THE COMPANY AGREES THAT
NEITHER IT NOR ANY OF ITS SUBSIDIARIES SHALL, AND THAT (WITHOUT LIMITING OR
RESTRICTING ANY OF THE ACTIVITIES THAT PROHA AND PROHA'S REPRESENTATIVES,
INCLUDING PEKKA PERE AND OLLE ODMAN, ARE PERMITTED TO ENGAGE IN UNDER SECTION
3(H) OF THE VOTING AGREEMENT TO WHICH PROHA IS A PARTY) IT SHALL CAUSE ITS
REPRESENTATIVES AND EACH OF THE REPRESENTATIVES OF ITS SUBSIDIARIES NOT TO,
DIRECTLY OR INDIRECTLY, INITIATE, SOLICIT, ENCOURAGE OR OTHERWISE FACILITATE
(INCLUDING BY WAY OF FURNISHING INFORMATION) ANY INQUIRIES OR THE MAKING OR
IMPLEMENTATION OF ANY PROPOSAL OR OFFER (INCLUDING ANY PROPOSAL FROM OR OFFER TO
ITS STOCKHOLDERS) WITH RESPECT TO (I) A MERGER, REORGANIZATION, SHARE EXCHANGE,
TENDER OFFER, EXCHANGE OFFER, CONSOLIDATION, BUSINESS COMBINATION,
RECAPITALIZATION, LIQUIDATION, DISSOLUTION, JOINT VENTURE OR SIMILAR TRANSACTION
INVOLVING IT OR ANY OF ITS SUBSIDIARIES OR (II) ANY PURCHASE OR SALE OF MORE
THAN 10% OF THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OR
ANY COMPANY SECURITIES (OR ANY NOTES, BONDS OR OTHER DEBT SECURITIES ISSUED OR
GUARANTEED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES) (ANY SUCH PROPOSAL OR
OFFER, INCLUDING ANY PROHA PROPOSAL, BEING HEREINAFTER REFERRED TO AS AN
"ALTERNATIVE PROPOSAL").
THE COMPANY FURTHER AGREES THAT NEITHER IT NOR ANY OF
ITS SUBSIDIARIES SHALL, AND THAT IT SHALL CAUSE ITS REPRESENTATIVES AND EACH OF
THE REPRESENTATIVES OF ITS SUBSIDIARIES NOT TO, DIRECTLY OR INDIRECTLY, HAVE ANY
DISCUSSION WITH OR PROVIDE ANY INFORMATION OR DATA TO ANY PERSON RELATING TO AN
ALTERNATIVE PROPOSAL, OR ENGAGE IN ANY NEGOTIATIONS CONCERNING AN ALTERNATIVE
PROPOSAL, OR OTHERWISE FACILITATE ANY EFFORT OR ATTEMPT TO MAKE OR IMPLEMENT AN
ALTERNATIVE PROPOSAL, OR ENTER INTO ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING
WITH RESPECT TO, OR OTHERWISE ENDORSE OR ACCEPT, ANY ALTERNATIVE PROPOSAL.
NOTWITHSTANDING THE FOREGOING, WITH REGARD TO AN ALTERNATIVE PROPOSAL OTHER THAN
A PROHA PROPOSAL, THE COMPANY (ACTING AT THE DIRECTION OF THE COMPANY BOARD) OR
THE COMPANY BOARD SHALL BE PERMITTED (DIRECTLY OR INDIRECTLY THROUGH ITS
REPRESENTATIVES) TO, PRIOR TO THE STOCKHOLDERS' MEETING, ENGAGE IN
DISCUSSIONS
AND NEGOTIATIONS WITH, AND PROVIDE ANY INFORMATION OR DATA TO, ANY PERSON (EACH,
A "THIRD PARTY") IN RESPONSE TO AN UNSOLICITED BONA FIDE WRITTEN ALTERNATIVE
PROPOSAL BY ANY SUCH PERSON, IF AND ONLY TO THE EXTENT THAT, PRIOR TO ENGAGING
IN SUCH DISCUSSIONS OR NEGOTIATIONS OR PROVIDING SUCH INFORMATION OR DATA (I)
THE COMPANY BOARD, AFTER CONSULTATION WITH ITS OUTSIDE LEGAL COUNSEL, CONCLUDES
IN GOOD FAITH THAT THE FAILURE TO TAKE SUCH ACTION COULD BE REASONABLY EXPECTED
TO CONSTITUTE A BREACH BY THE COMPANY BOARD OF ITS FIDUCIARY DUTIES TO THE
STOCKHOLDERS OF THE COMPANY UNDER APPLICABLE LAW, (II) THE COMPANY BOARD
CONCLUDES IN GOOD FAITH, IN CONSULTATION WITH ITS FINANCIAL ADVISORS, THAT SUCH
ALTERNATIVE PROPOSAL CONSTITUTES A SUPERIOR PROPOSAL (AS DEFINED IN THIS
SECTION 6.03(A)) OR COULD REASONABLY BE EXPECTED TO RESULT IN A SUPERIOR
PROPOSAL, (III) THE COMPANY BOARD RECEIVES FROM SUCH PERSON AN EXECUTED
CONFIDENTIALITY AGREEMENT ON TERMS SUBSTANTIALLY SIMILAR AND NO LESS