TAKEOVER STATUTE OR OTHER STATE LAW TO BE INAPPLICABLE TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR (B) RENDERING THE RIGHTS
ISSUED PURSUANT TO THE RIGHTS AGREEMENT INAPPLICABLE TO THE MERGER AND THE
EXECUTION AND OPERATION OF THIS AGREEMENT.
(D)
THE COMPANY PROMPTLY (AND IN ANY EVENT WITHIN 48 HOURS) SHALL
ADVISE THE ESOP ORALLY AND IN WRITING OF (I) ANY ALTERNATIVE PROPOSAL AFTER THE
DATE HEREOF OR INDICATION
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OR INQUIRY AFTER THE DATE HEREOF WITH RESPECT TO OR THAT WOULD REASONABLY BE
EXPECTED TO LEAD TO ANY ALTERNATIVE PROPOSAL, (II) ANY REQUEST AFTER THE DATE
HEREOF FOR NONPUBLIC INFORMATION RELATING TO THE COMPANY OR ITS SUBSIDIARIES,
OTHER THAN REQUESTS FOR INFORMATION NOT REASONABLY EXPECTED TO BE RELATED TO AN
ALTERNATIVE PROPOSAL, OR (III) ANY INQUIRY OR REQUEST AFTER THE DATE HEREOF FOR
DISCUSSION OR NEGOTIATION REGARDING AN ALTERNATIVE PROPOSAL, INCLUDING IN EACH
CASE THE IDENTITY OF THE PERSON MAKING ANY SUCH ALTERNATIVE PROPOSAL OR
INDICATION OR INQUIRY AND THE MATERIAL TERMS OF ANY SUCH ALTERNATIVE PROPOSAL OR
INDICATION OR INQUIRY (INCLUDING COPIES OF ANY DOCUMENT OR CORRESPONDENCE
EVIDENCING SUCH ALTERNATIVE PROPOSAL OR INQUIRY).
THE COMPANY SHALL KEEP THE
ESOP REASONABLY INFORMED ON A CURRENT BASIS (AND IN ANY EVENT WITHIN 48 HOURS OF
THE OCCURRENCE OF ANY MATERIAL CHANGES OR DEVELOPMENTS) OF THE STATUS (INCLUDING
THE MATERIAL TERMS AND CONDITIONS THEREOF AND ANY MATERIAL CHANGE THERETO) OF
ANY SUCH ALTERNATIVE PROPOSAL OR INDICATION OR INQUIRY, INCLUDING FURNISHING
COPIES OF ANY WRITTEN REVISED PROPOSALS.
WITHOUT LIMITING THE FOREGOING, THE
COMPANY SHALL PROMPTLY (AND IN ANY EVENT WITHIN 48 HOURS) NOTIFY THE ESOP ORALLY
AND IN WRITING IF IT DETERMINES TO BEGIN PROVIDING INFORMATION OR TO ENGAGE IN
DISCUSSIONS OR NEGOTIATIONS CONCERNING AN ALTERNATIVE PROPOSAL.
THE COMPANY
SHALL NOT, AND SHALL CAUSE ITS SUBSIDIARIES NOT TO, ENTER INTO ANY
CONFIDENTIALITY AGREEMENT WITH ANY PERSON SUBSEQUENT TO THE DATE OF THIS
AGREEMENT WHICH PROHIBITS THE COMPANY FROM PROVIDING SUCH INFORMATION TO THE
ESOP AS REQUIRED BY THIS SECTION 5.3(D).
(E)
NOTHING CONTAINED IN THIS AGREEMENT SHALL PROHIBIT THE COMPANY OR
ITS BOARD OF DIRECTORS FROM (I) DISCLOSING TO ITS SHAREHOLDERS A POSITION
CONTEMPLATED BY RULES 14D-9 AND 14E-2(A) PROMULGATED UNDER THE EXCHANGE ACT, OR
FROM ISSUING A "STOP, LOOK AND LISTEN" STATEMENT PENDING DISCLOSURE OF ITS
POSITION THEREUNDER, OR (II) MAKING ANY DISCLOSURE TO ITS SHAREHOLDERS IF THE
BOARD OF DIRECTORS DETERMINES IN GOOD FAITH, AFTER CONSULTATION WITH THE
COMPANY'S OUTSIDE LEGAL COUNSEL, THAT THE FAILURE OF THE BOARD OF DIRECTORS OF
THE COMPANY TO MAKE SUCH DISCLOSURE WOULD BE INCONSISTENT WITH THE DIRECTORS'
EXERCISE OF THEIR FIDUCIARY OBLIGATIONS TO THE COMPANY'S SHAREHOLDERS UNDER
APPLICABLE LAW; PROVIDED, HOWEVER, THAT NEITHER THE COMPANY, THE BOARD OF
DIRECTORS NOR THE SPECIAL COMMITTEE MAY EFFECT A CHANGE OF RECOMMENDATION UNLESS
PERMITTED BY SECTION 5.3(C).
(F)
AS USED IN THIS AGREEMENT, "ALTERNATIVE PROPOSAL" SHALL MEAN ANY
BONA FIDE PROPOSAL OR OFFER (INCLUDING ANY PROPOSAL OR OFFER FROM OR TO THE
COMPANY'S SHAREHOLDERS) MADE BY ANY PERSON OR GROUP OF PERSONS PRIOR TO THE
RECEIPT