ENTER INTO DISCUSSIONS WITH SUCH PERSON, AND (IV)
OBTAINED FROM SUCH PERSON AN EXECUTED CONFIDENTIALITY AGREEMENT ON TERMS NO LESS
FAVORABLE TO AUDIOVOX THAN THOSE CONTAINED IN THE CONFIDENTIALITY AGREEMENT (IT
BEING UNDERSTOOD THAT SUCH CONFIDENTIALITY AGREEMENT AND ANY RELATED AGREEMENTS
SHALL NOT INCLUDE ANY PROVISION CALLING FOR ANY EXCLUSIVE RIGHT TO NEGOTIATE
WITH SUCH PARTY OR HAVING THE EFFECT OF PROHIBITING AUDIOVOX FROM SATISFYING ITS
OBLIGATIONS UNDER THIS AGREEMENT).
51
(C)
EXCEPT AS SET FORTH IN THIS SECTION
5.06(C), NEITHER THE AUDIOVOX BOARD NOR ANY COMMITTEE THEREOF SHALL WITHDRAW OR
MODIFY, OR PROPOSE TO WITHDRAW OR MODIFY, IN A MANNER ADVERSE TO THE PURCHASER,
THE AUDIOVOX RECOMMENDATION (A "CHANGE IN THE AUDIOVOX RECOMMENDATION") OR
APPROVE OR RECOMMEND, OR CAUSE OR PERMIT AUDIOVOX TO ENTER INTO ANY LETTER OF
INTENT, AGREEMENT OR OBLIGATION WITH RESPECT TO, ANY COMPETING TRANSACTION.
NOTWITHSTANDING THE FOREGOING, IF THE AUDIOVOX BOARD DETERMINES, IN ITS GOOD
FAITH JUDGMENT PRIOR TO THE TIME OF THE AUDIOVOX STOCKHOLDERS' MEETING AND AFTER
CONSULTATION WITH INDEPENDENT LEGAL COUNSEL (WHO MAY BE AUDIOVOX'S REGULARLY
ENGAGED INDEPENDENT LEGAL COUNSEL), THAT IT IS REQUIRED TO MAKE A CHANGE IN THE
AUDIOVOX RECOMMENDATION TO COMPLY WITH ITS FIDUCIARY OBLIGATIONS TO AUDIOVOX AND
ITS STOCKHOLDERS UNDER APPLICABLE LAW, THE AUDIOVOX BOARD MAY MAKE A CHANGE IN
THE AUDIOVOX RECOMMENDATION TO RECOMMEND A SUPERIOR PROPOSAL, BUT ONLY (I) AFTER
PROVIDING WRITTEN NOTICE TO THE PURCHASER (A "NOTICE OF SUPERIOR PROPOSAL")
ADVISING AUDIOVOX THAT THE AUDIOVOX BOARD HAS RECEIVED A SUPERIOR PROPOSAL,
SPECIFYING THE MATERIAL TERMS AND CONDITIONS OF SUCH SUPERIOR PROPOSAL AND
IDENTIFYING THE PERSON MAKING SUCH SUPERIOR PROPOSAL AND INDICATING THAT THE
AUDIOVOX BOARD INTENDS TO EFFECT A CHANGE IN THE AUDIOVOX RECOMMENDATION AND THE
MANNER IN WHICH IT INTENDS (OR MAY INTEND) TO DO SO, AND (II) IF THE PURCHASER
DOES NOT, WITHIN THREE (3) BUSINESS DAYS OF PURCHASER'S RECEIPT OF THE NOTICE OF
SUPERIOR PROPOSAL, MAKE AN OFFER THAT THE AUDIOVOX BOARD DETERMINES, IN ITS GOOD
FAITH JUDGMENT (AFTER HAVING RECEIVED THE ADVICE OF A FINANCIAL ADVISOR OF
NATIONALLY RECOGNIZED REPUTATION) TO BE AT LEAST AS FAVORABLE TO AUDIOVOX'S
STOCKHOLDERS AS SUCH SUPERIOR PROPOSAL.
ANY DISCLOSURE THAT THE AUDIOVOX BOARD
MAY DETERMINE THAT IT IS COMPELLED TO MAKE WITH RESPECT TO THE RECEIPT OF A
PROPOSAL OR OFFER FOR A COMPETING TRANSACTION OR OTHERWISE IN ORDER TO COMPLY
WITH ITS FIDUCIARY OBLIGATIONS TO AUDIOVOX AND ITS STOCKHOLDERS UNDER APPLICABLE
LAW, INCLUDING UNDER RULE 14D-9 OR 14E-2 OF THE RULES PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WILL NOT CONSTITUTE A VIOLATION OF
THIS AGREEMENT.
(D)
A "COMPETING TRANSACTION" MEANS ANY OF THE
FOLLOWING (OTHER THAN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT):
(I) ANY
MERGER, CONSOLIDATION, SHARE EXCHANGE, BUSINESS COMBINATION, RECAPITALIZATION,
LIQUIDATION, DISSOLUTION OR OTHER SIMILAR TRANSACTION INVOLVING AUDIOVOX OR THE
SELLER; (II) ANY SALE, LEASE, EXCHANGE, TRANSFER OR OTHER DISPOSITION OF ALL OR
A SUBSTANTIAL PART OF THE ASSETS OF AUDIOVOX OR THE SELLER (OTHER THAN A
DISPOSITION OF THE ASSETS OF AUDIOVOX THAT DO NOT COMPRISE THE PURCHASED