PERSON OR GROUP MAKING ANY SUCH
ACQUISITION PROPOSAL, INQUIRY, EXPRESSION OF INTEREST, PROPOSAL, OFFER, NOTICE
OR REQUEST.
SELLER WILL (X) KEEP BUYER INFORMED AS PROMPTLY AS PRACTICABLE OF
THE STATUS AND DETAILS (INCLUDING ANY AMENDMENTS, MODIFICATIONS OR PROPOSED
AMENDMENTS OR MODIFICATIONS) OF ANY SUCH ACQUISITION PROPOSAL, INQUIRY,
EXPRESSION OF INTEREST, PROPOSAL, OFFER, NOTICE OR REQUEST AND (Y) PROVIDE TO
BUYER AS PROMPTLY AS PRACTICABLE A COPY OF ALL WRITTEN AND OTHER MATERIALS AND
INFORMATION PROVIDED TO SELLER IN CONNECTION WITH ANY SUCH ACQUISITION PROPOSAL,
INQUIRY, EXPRESSION OF INTEREST, PROPOSAL, OFFER, NOTICE OR REQUEST.
SELLER
SHALL PROVIDE BUYER WITH AT LEAST TWENTY-FOUR HOURS' PRIOR NOTICE OF ANY MEETING
OF THE SELLER BOARD AT WHICH THE SELLER BOARD IS REASONABLY EXPECTED TO CONSIDER
ANY ACQUISITION PROPOSAL TO DETERMINE WHETHER SUCH ACQUISITION PROPOSAL IS A
SUPERIOR OFFER.
6.8
ACCESS TO INFORMATION.
SELLER, UPON
REASONABLE NOTICE, SHALL ALLOW BUYER AND ITS AGENTS AND ADVISORS ACCESS DURING
SELLER'S BUSINESS HOURS TO THE FILES, BOOKS, RECORDS, TECHNOLOGY, CONTRACTS,
PERSONNEL AND OFFICES OF TELOS SELLERS, INCLUDING ANY AND ALL INFORMATION
RELATING TO SELLER'S TAXES, CONTRACTS, LIABILITIES, FINANCIAL CONDITION AND
REAL, PERSONAL AND INTANGIBLE PROPERTY, SUBJECT TO THE TERMS OF THE
NONDISCLOSURE LETTER AGREEMENT BETWEEN SELLER AND BUYER DATED FEBRUARY 6, 2004
(THE "MUTUAL NDA") AND PROVIDED THAT SUCH ACCESS SHALL NOT UNDULY DISRUPT
SELLER'S NORMAL BUSINESS ACTIVITIES.
SELLER SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO CAUSE ITS ACCOUNTANTS TO COOPERATE WITH BUYER AND BUYER'S
AGENTS AND ADVISORS (PROVIDED THAT, PRIOR TO ANY DISCLOSURE TO SUCH AGENTS OR
ADVISORS, SUCH AGENTS OR ADVISORS ARE BOUND BY THE TERMS OF A CONFIDENTIALITY
AGREEMENT WITH SUBSTANTIALLY SIMILAR RESTRICTIONS AS INCLUDED IN THE MUTUAL NDA
TO RESTRICT THE USE AND DISCLOSURE OF SELLER'S CONFIDENTIAL INFORMATION) IN
MAKING AVAILABLE ALL FINANCIAL INFORMATION REASONABLY REQUESTED BY BUYER AND ITS
AGENTS AND ADVISORS, INCLUDING THE RIGHT TO EXAMINE ALL WORKING PAPERS
PERTAINING TO ALL FINANCIAL STATEMENTS PREPARED OR AUDITED BY SUCH ACCOUNTANTS.
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6.9
SATISFACTION OF CONDITIONS PRECEDENT.
SELLER SHALL USE ITS REASONABLE BEST EFFORTS TO SATISFY OR CAUSE TO BE SATISFIED
ALL THE CONDITIONS PRECEDENT SET FORTH IN ARTICLE 9, AND SELLER SHALL USE ITS
REASONABLE BEST EFFORTS TO CAUSE THE ASSET PURCHASE AND THE OTHER TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT TO BE CONSUMMATED IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
6.10
SELLER EMPLOYEES.
WITHIN SEVEN DAYS OF THE DATE
HEREOF, BUYER SHALL DELIVER TO SELLER A LIST OF THE EMPLOYEES OF THE BUSINESS TO
WHICH BUYER WISHES TO OFFER EMPLOYMENT (WHICH LIST SHALL INCLUDE AT LEAST 70% OF
THE AGGREGATE NUMBER OF EMPLOYEES AND CONSULTANTS OF THE TELOS SELLERS AS OF THE
DATE HEREOF, AND BUYER (OR A SUBSIDIARY THEREOF) SHALL OFFER EMPLOYMENT, SUBJECT
TO COMPLETION OF THE CLOSING AND EFFECTIVE ON THE CLOSING DATE, ON TERMS
SUBSTANTIALLY EQUIVALENT TO (OR BETTER THAN) THOSE IN EFFECT PRIOR TO CLOSING
(OTHER THAN WITH RESPECT TO LOCATION OF EMPLOYMENT FOR EMPLOYEES EMPLOYED
OUTSIDE OF CANADA), TO EACH SUCH EMPLOYEE (EACH, AN "EMPLOYEE OFFEREE").
IN
ADDITION TO ANY ASSUMED LIABILITIES ASSUMED BY BUYER