Extract to table

The Company and its Representatives shall not enter into, continue, or otherwise participate in any discussions or negotiations with any third party regarding a Competing Acquisition Proposal

The Company and its Representatives shall not approve, endorse, or recommend any Competing Acquisition Proposal, whether publicly or privately

Such requests should be made in writing, referencing the applicable confidentiality agreement, and should specify the deadline by which the return or destruction must occur (and, where applicable, request written certification of destruction)

These cessation and wind-down obligations should have been substantially completed by the close of business on March 24, 2025, and must be fully completed no later than the close of business on March 25, 2025

The Company's board of directors (or a duly authorized committee thereof, to the extent one has been designated for this purpose) must determine in good faith, after consultation with its outside legal counsel (Caldwell, Raines & Sheppard LLP) and its financial advisor (Pinehurst Rothwell & Co

This determination must be made by the board (or its authorized committee) as a collective body, acting in good faith and on a fully informed basis