Company Shares represented (either in person or by proxy) to constitute a quorum
necessary to conduct the business of the Company Stockholder Meeting.
6.3.
ACQUISITION PROPOSALS; BOARD RECOMMENDATION.
(A)
THE COMPANY AGREES THAT IT SHALL NOT, NOR SHALL IT PERMIT ANY
COMPANY SUBSIDIARY TO, NOR SHALL IT AUTHORIZE OR KNOWINGLY PERMIT ANY OFFICER,
DIRECTOR, EMPLOYEE, INVESTMENT BANKER, ATTORNEY, ACCOUNTANT, AGENT OR OTHER
ADVISOR OR REPRESENTATIVE (COLLECTIVELY, "REPRESENTATIVES") OF THE COMPANY OR
ANY COMPANY SUBSIDIARY, DIRECTLY OR INDIRECTLY, TO (I) SOLICIT, INITIATE OR
OTHERWISE KNOWINGLY ENCOURAGE THE SUBMISSION OF ANY ACQUISITION PROPOSAL,
(II) PARTICIPATE IN ANY DISCUSSIONS OR NEGOTIATIONS REGARDING, OR FURNISH TO ANY
PERSON ANY NON-PUBLIC INFORMATION WITH RESPECT TO OR IN CONNECTION WITH, OR TAKE
ANY OTHER ACTION KNOWINGLY TO FACILITATE ANY INQUIRIES OR THE MAKING OF ANY
PROPOSAL THAT CONSTITUTES, OR THAT WOULD REASONABLY BE EXPECTED TO LEAD TO, ANY
ACQUISITION PROPOSAL, (III) GRANT ANY WAIVER OR RELEASE UNDER ANY STANDSTILL OR
SIMILAR AGREEMENT WITH RESPECT TO ANY CLASS OR SERIES OF THE COMPANY'S EQUITY
INTERESTS (PROVIDED THAT THE COMPANY SHALL BE PERMITTED TO GRANT WAIVERS OR
RELEASES UNDER ANY SUCH AGREEMENTS SOLELY TO PERMIT THE COUNTERPARTY THERETO TO
MAKE AN ACQUISITION PROPOSAL), OR (IV) EXCEPT FOR THE WAIVERS AND RELEASES
PERMITTED BY THE FOREGOING CLAUSE (III) AND AS OTHERWISE PERMITTED OR REQUIRED
PURSUANT TO SECTIONS 6.3(D) AND 6.3(E), ENTER INTO ANY AGREEMENT WITH RESPECT TO
ANY ACQUISITION PROPOSAL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, IF THE COMPANY RECEIVES AN UNSOLICITED ACQUISITION PROPOSAL FROM
A THIRD PARTY THAT CONSTITUTES A SUPERIOR PROPOSAL OR THAT THE COMPANY'S BOARD
OF DIRECTORS DETERMINES IN GOOD FAITH COULD REASONABLY BE EXPECTED TO LEAD TO
THE DELIVERY OF A SUPERIOR PROPOSAL FROM THAT THIRD PARTY, PRIOR TO OBTAINING
THE COMPANY STOCKHOLDER APPROVAL, THE COMPANY MAY, SUBJECT TO COMPLIANCE WITH
THE PROVISIONS OF THIS SECTION 6.3, FURNISH INFORMATION, INCLUDING NON-PUBLIC
INFORMATION, TO, AND ENGAGE IN DISCUSSIONS AND NEGOTIATIONS WITH, SUCH THIRD
PARTY WITH RESPECT TO ITS ACQUISITION PROPOSAL AND GRANT A WAIVER AS PROVIDED IN
CLAUSE (III) OF THE IMMEDIATELY PRECEDING SENTENCE ("PERMITTED ACTIONS") IF THE
BOARD OF DIRECTORS OF THE COMPANY CONCLUDES IN GOOD FAITH, AFTER CONSULTATION
WITH ITS OUTSIDE FINANCIAL ADVISORS AND LEGAL ADVISORS, THAT, AS A RESULT OF
SUCH ACQUISITION PROPOSAL, THE FAILURE TO TAKE SUCH PERMITTED ACTION WOULD BE
INCONSISTENT WITH ITS FIDUCIARY DUTIES UNDER APPLICABLE LAW.
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(B)
EXCEPT AS PERMITTED BY THIS SECTION 6.3(B), NEITHER THE BOARD OF
DIRECTORS OF THE COMPANY NOR ANY COMMITTEE THEREOF SHALL AMEND, WITHDRAW,
MODIFY, CHANGE, CONDITION OR QUALIFY IN ANY MANNER ADVERSE TO PARENT OR
ACQUIROR, THE COMPANY RECOMMENDATION (IT BEING UNDERSTOOD AND AGREED THAT A
"STOP, LOOK AND LISTEN" COMMUNICATION BY THE BOARD OF DIRECTORS OF THE COMPANY
TO THE COMPANY STOCKHOLDERS PURSUANT TO RULE 14D-9(F) OF THE EXCHANGE ACT, IN
CONNECTION WITH THE MAKING OR AMENDMENT OF A TENDER OFFER OR EXCHANGE OFFER BY
ANY PERSON OTHER THAN THE COMPANY OR ANY COMPANY SUBSIDIARY, SHALL NOT BE DEEMED
TO CONSTITUTE AN AMENDMENT, WITHDRAWAL, MODIFICATION, CHANGE, CONDITION