Extract to table

Both conditions must be satisfied before the Board may engage

4(d) establishes the procedural requirements that the Board must satisfy before making an Adverse Recommendation Change or terminating the Merger Agreement to enter into a Superior Proposal

Before taking any such action, the Company must provide Solara with written notice (the "Match Notice") at least four (4) business days in advance

1(d)(ii) (termination by the Company to enter into a Superior Proposal), the Company is required to pay to Solara, concurrently with such termination, a termination fee equal to 3

4(a) that would expressly permit the Company's officers and directors to refer unsolicited inquiries regarding potential Acquisition Proposals to the Board, and that such referral shall not constitute a violation of the no-solicitation covenant

The language proposed by RPS reads: "provided, however, that any director or officer of the Company may refer any Person who contacts such director or officer to the Board of Directors of the Company (or any committee thereof) without providing any substantive information to such Person, and such referral shall not be deemed to constitute a breach of this Section 6