OR ANY OF ITS
SUBSIDIARIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, INDICATING, IN
CONNECTION WITH SUCH NOTICE, THE NAME OF SUCH PERSON AND THE MATERIAL TERMS OF
ANY INQUIRIES, PROPOSALS OR OFFERS.
THE COMPANY SHALL (I) KEEP PARENT AND NEWCO
REASONABLY INFORMED OF THE STATUS OF ANY SUCH DISCUSSIONS OR NEGOTIATIONS AND OF
ANY MODIFICATIONS TO SUCH INQUIRIES, PROPOSALS OR OFFERS, AND (II) PROMPTLY UPON
RECEIPT OR DELIVERY THEREOF, PROVIDE NEWCO WITH COPIES OF ALL DOCUMENTS AND
WRITTEN COMMUNICATIONS RELATING TO SUCH INQUIRIES, PROPOSALS OR OFFERS EXCHANGED
BETWEEN THE COMPANY OR ANY OF ITS REPRESENTATIVES, ON THE ONE HAND, AND THE
PERSON MAKING AN ALTERNATIVE PROPOSAL OR ANY OF ITS REPRESENTATIVES, ON THE
OTHER HAND (THE COMPANY AGREEING THAT IT AND ITS SUBSIDIARIES WILL NOT ENTER
INTO ANY CONFIDENTIALITY AGREEMENT WITH ANY PERSON SUBSEQUENT TO THE DATE OF
THIS AGREEMENT WHICH PROHIBITS THE COMPANY FROM PROVIDING SUCH INFORMATION TO
PARENT AND NEWCO).
THE COMPANY AGREES THAT NEITHER IT NOR ANY OF ITS
SUBSIDIARIES SHALL TERMINATE, WAIVE, AMEND OR MODIFY ANY PROVISION OF ANY
STANDSTILL OR CONFIDENTIALITY AGREEMENT TO WHICH IT OR ANY OF ITS SUBSIDIARIES
IS A PARTY AND THAT IT AND ITS SUBSIDIARIES SHALL ENFORCE THE PROVISIONS OF ANY
SUCH AGREEMENT.
(C)
NOTWITHSTANDING ANYTHING IN THIS SECTION 6.03, (I) THE COMPANY SHALL NOT BE
PERMITTED TO TERMINATE THIS AGREEMENT (EXCEPT AS OTHERWISE SPECIFICALLY
PERMITTED IN ARTICLE VIII), (II) PRIOR TO THE TERMINATION OF THIS AGREEMENT IN
ACCORDANCE WITH ARTICLE VIII, NONE OF THE COMPANY NOR ANY OF ITS SUBSIDIARIES
SHALL ACCEPT OR ENTER INTO, OR PUBLICLY PROPOSE TO ACCEPT OR ENTER INTO, ANY
LETTER OF INTENT, AGREEMENT IN PRINCIPLE, MERGER AGREEMENT OR OTHER CONTRACT
RELATING TO AN ALTERNATIVE PROPOSAL (OTHER THAN A CONFIDENTIALITY AGREEMENT THAT
COMPLIES WITH THE PROVISIONS OF THIS SECTION 6.03) AND (III) EXCEPT AS A RESULT
OF A TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8.01(F) OR (G), THIS
SECTION 6.03 SHALL NOT AFFECT ANY OTHER OBLIGATION OF THE COMPANY UNDER THIS
AGREEMENT, INCLUDING ITS OBLIGATIONS TO CONVENE AND HOLD THE STOCKHOLDERS'
MEETING IN ACCORDANCE WITH SECTION 6.01(A).
EFFECTIVE AS OF THE DATE OF THIS
AGREEMENT, THE COMPANY AND ITS SUBSIDIARIES SHALL TERMINATE, AND (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) THE COMPANY SHALL CAUSE ITS
REPRESENTATIVES AND ITS SUBSIDIARIES' REPRESENTATIVES TO TERMINATE, ANY EXISTING
ACTIVITIES, DISCUSSIONS OR NEGOTIATIONS WITH ANY THIRD PARTIES THAT MAY BE
ONGOING WITH RESPECT TO ANY ALTERNATIVE PROPOSAL, SHALL TAKE THE NECESSARY STEPS
TO INFORM ITS AND ITS SUBSIDIARIES' REPRESENTATIVES OF THE OBLIGATIONS
UNDERTAKEN IN THIS SECTION 6.03 AND SHALL REQUEST THAT ALL CONFIDENTIAL
INFORMATION PREVIOUSLY FURNISHED TO ANY SUCH THIRD PARTIES BE RETURNED PROMPTLY.
(D)
THE COMPANY BOARD SHALL NOT APPROVE OR RECOMMEND AN ALTERNATIVE PROPOSAL,
OR WITHDRAW OR MODIFY ITS APPROVAL OR RECOMMENDATION OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE MERGER (OR PUBLICLY PROPOSE TO
DO ANY OF THE FOREGOING), EXCEPT AS