of Parent, or the remedies
available hereunder or thereunder to Parent prior to the Closing.
If the
Company or any Company Shareholder provides Parent with such a notice, which
shall be reasonably detailed, and Parent chooses to proceed to Closing, then
notwithstanding the foregoing or any other provision of this Agreement, unless
the Company and the Parent otherwise agree in writing (a) the Company and the
Company Shareholders shall not be deemed to have breached or violated this
Agreement as a result and to the extent of the information contained in any such
notice; and (b) the Company Shareholders shall have no liability or obligation,
and Parent Indemnified Parties shall not have the right to be indemnified or to
pursue any other claim or cause of action, for any matter contained in the
notice.
The Company, each of its Subsidiaries and/or each of the Company
Shareholders shall
32
give prompt notice to Parent of any notice or other communication from any third
Person alleging that the consent of such third Person is or may be required in
connection with the transactions contemplated by this Agreement or any Ancillary
Agreement.
4.5
No Solicitation
FROM THE DATE HEREOF UNTIL THE EARLIER OF (I) FEBRUARY 29, 2008, OR
(II) TERMINATION OF THIS AGREEMENT, THE COMPANY AND THE COMPANY SHAREHOLDERS
SHALL NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY OF THE COMPANY OR ANY OFFICER,
DIRECTOR, SHAREHOLDER, EMPLOYEE, INVESTMENT BANKER OR OTHER AGENT OF THE COMPANY
TO, DIRECTLY OR INDIRECTLY, (A) SOLICIT, ENGAGE IN DISCUSSIONS OR NEGOTIATE WITH
ANY PERSON (WHETHER OR NOT SUCH DISCUSSIONS OR NEGOTIATIONS ARE INITIATED BY THE
COMPANY), OR TAKE ANY OTHER ACTION INTENDED OR DESIGNED TO FACILITATE THE
EFFORTS OF ANY PERSON, OTHER THAN PARENT, RELATING TO THE POSSIBLE ACQUISITION
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (WHETHER BY WAY OF MERGER, PURCHASE OF
CAPITAL STOCK, PURCHASE OF ASSETS OR OTHERWISE) OR ANY SIGNIFICANT PORTION OF
ANY OF THEIR CAPITAL STOCK OR ASSETS (AN "ALTERNATIVE ACQUISITION"), (B) PROVIDE
INFORMATION WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES TO ANY
PERSON, OTHER THAN PARENT, RELATING TO A POSSIBLE ALTERNATIVE ACQUISITION BY ANY
PERSON, OTHER THAN PARENT, (C) ENTER INTO AN AGREEMENT WITH ANY PERSON, OTHER
THAN PARENT, PROVIDING FOR A POSSIBLE ALTERNATIVE ACQUISITION, OR (D) MAKE OR
AUTHORIZE ANY STATEMENT, RECOMMENDATION OR SOLICITATION IN SUPPORT OF ANY
POSSIBLE ALTERNATIVE ACQUISITION BY ANY PERSON, OTHER THAN BY PARENT.
4.6
Access To Information; Confidentiality
(A)
SUBJECT TO THE FOLLOWING SENTENCE, UPON REASONABLE WRITTEN NOTICE,
THE COMPANY AND EACH OF ITS SUBSIDIARIES SHALL PERMIT REPRESENTATIVES OF PARENT
TO HAVE ACCESS (AT ALL REASONABLE TIMES AND IN A MANNER SO AS NOT TO INTERFERE
WITH THE NORMAL BUSINESS OPERATIONS OF THE OTHER PARTY) TO ALL PREMISES,
PROPERTIES, FINANCIAL AND ACCOUNTING RECORDS, CONTRACTS, OTHER RECORDS AND
DOCUMENTS, AND PERSONNEL OF OR PERTAINING TO THE COMPANY AND EACH OF ITS
SUBSIDIARIES, ALL IN ACCORDANCE WITH THE TERMS OF THE CONFIDENTIALITY
AGREEMENT.
NOTWITHSTANDING THE FOREGOING SENTENCE, (I) PRIOR TO HAVING ANY
CONTACT WITH ANY