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200209214 Wme, books or mcofds of the Company or my of its Subsuharla w. otherwise cooperate in my way with, or knowingly amiet participate in, facilitate or mcoange any effort by any Third Party that is seeking to make. or has made. an Acquisition Proposal. or (in,) grant my waiver m release under my standstill or similar ageemetu with respect to my class of equity securities of the Company or my of its Subsidiaries. (b) Notwithstanding the foregoing, the Board of Directors of the Company, directly or indirectly through advisors, agents a other intermediaries, may, prior to the approval and adoption of this Agreement by the shareholders of the Company, (i) engage in negotiatiaos or discussions with my Third Party that, subject to the Company's compliance with Section 7.03(a), has [Wade a Superior Proposal. (it) furnish to-such Third Perry nonpublic information relating to the Company or my of its Subsidiaries pursuant to a confidentiality agreement with terms on lea favorable to the Company than those contained in the Confidentiality Agreement (a copy of which shall be provided for informational purposes only to Parent). (iii) following receipt of such Superior Proposal. take and disclose to in shawbolders a position comemplawd by Rule 14e -2(a) under the 1934 Act or otherwise make disclosure w them. (iv) following receipt of such Superior PmposaL fail to make, withdraw, or modify in a roamer adverse to Parent its recommendation in its shaehoWers referred to in Sections 2.02 and/or 7.02 hereof and/or (v) take my non- appeslabk, frail action ordered to be taken by the Company by my court of competent jurisdiction. but in each case referred to in the foregoing clauses (i) through (iv) only if the Board of Directors of the Company determines in good faith by a majority vote, on the basis of advice from Kutak Rock LLP, outside legal counsel to the Company, that its failure to take such action would be reasonably likely to be inconsistent with fulfilling its fiduciary duties under applicable law and complies with Section 7.03(c). (c) The Board of Directors of the Company shall not take MY of the actions mferred to in, clauses (i) through (iv) of the preceding subsection unless the Company shall have delivered to Patent a prior written notice advising Parent that it intends to take such action, and the Company shall cocaine to advise Parent after taking such action. In addition, the Company shell notify Para[ promptly (ban in an event later than 36 hours) after receipt by the Company (or my of its advisers) of any Acquisition Proposal, any indication that my Third Party is considering making an Acquisition Proposal or my request for information relating to the Company or my of its Subsidiaries or for access to the business, properties. aced, books or records of the Company err any of its Subsidiaries by my Thud Parry that may be considering melting, or lies unde. an Acquisition Proposal. The Company shall provide such notice in writing ad shall identity are Third Parry making, and the material terms and condmous of. my such Acquisition Proposed, indication or request. The Company shag keep Parem fully informed, on a current basis, of my mereriel developing= with respect to my such Acquenume PmPosd. indication or request. The Company sha and shall issue its Subsidiaries and the advisors. employees and other agents of the Company and my of its Subsidiaries to. max immediately and cause to be wrmieared any and all existing activities, discussions and negotiations, if my, with my Third Party conducted prior to the date hereof with respect to my Acquisition Proposal and shall use is reasonable bat effas to cause any such Party (or its agents or advisors) in possession of confidential information about the Company thin was famished by or on behalf of the Company to return or destroy all such information. -Superior Proposal.. means soy bona tlde, un tlidted written Acquisition Proposal for m lase a majority of the outstanding Shoes on terms that the Board of Directors; of the Company determines in good faith by a majority vote, on the basis of the advice of a financial advisor of nationally recognized reputation and clang mm account all the terms and conditions of the Acquisition PmpmL including my break -up fees, expense reimbursement provision; and conditions to consummation. are more favorable to the Company and all the Company's shareholders than as provided haatmder and a reawm;blY likely to be completed, taking into account all kgaL financial. regulatory and other aspects of the Proposal and the thud party making the Proposal available to the Board of Directors; of the Company Seenou 7.04. Tm Masters. (a) Without the prior wring consent of Parent (such coesem ram in be unreasonably withheld), neither the Company our my of its Subsidiaries shall make or change any Tax election, change my annual not accounting Period, adopt or change my method of six accounting. dle MY amended Tax Retuma a claims for Tax refunds, eater into my closing agremeem4 surrender my Tax clam, A -26