FairPoint Communications 2005 Annual Report Download - page 186

with all Governmental Authorities with respect to the applications and notices described in this Article 6. SICC shall promptly provide Buyer with copies of
all applications, notices, filings and other correspondence to the FCC, the ICC and other Governmental Authorities and any notices, consents, approvals,
Authorizations, orders or correspondence received from the FCC, the ICC or other Governmental Authorities.
6.13 No Solicitation or Negotiation. Unless and until this Agreement is terminated, SICC and the Shareholders shall not, and shall use
reasonable efforts to cause, as applicable, the Subsidiaries, their other Affiliates and their directors, officers, employees, representatives, agents, advisors,
accountants, and attorneys of each of them, not to initiate or solicit, directly or indirectly, any inquiries or the making of any proposal with respect to, or
engage in negotiations concerning, or provide any information or data to any Person with respect to, or have any discussions with any Person relating to, or
enter into, or agree to enter into, any acquisition, business combination, reorganization, purchase or similar transaction relating to all or any significant
portions of the assets of, or any equity interest in, directly or indirectly, SICC or any Cellular Entity, or otherwise facilitate any effort or attempt to do or seek
any of the foregoing and shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the foregoing. SICC and each Shareholders will promptly (but no later than 24 hours after receipt) communicate to Buyer (and
provide a written copy of any relevant materials relating to) the fact that it or any Affiliates or other Person covered by this Section 6.13 has received any
proposal or inquiry in respect of any such transaction and of any such information requested from it or of any such negotiations or discussions being sought
to be initiated.
6.14 Public Announcements. Prior to the Closing Date, no party hereto nor any Affiliate, representative or shareholder of such party, shall
disclose any of the terms of this Agreement to any third party without the other parties’ prior written consent, except as required to obtain the Consents,
waivers and authorizations listed in the Schedules and except as reasonably necessary to meet the disclosure requirements imposed by federal law on any party
that has any class of securities registered with the U. S. Securities and Exchange Commission. Subject to the foregoing, the form, content and timing of all
press releases, public announcements or publicity statements with respect to this Agreement and the transactions contemplated hereby shall be subject to the
prior approval of both SICC and the Shareholders, on the one hand, and Buyer, on the other, which approval shall not be unreasonably withheld.
6.15 Directors’ and Officers’ Insurance. For a period of five (5) years after the Effective Time, SICC shall maintain director and officer
liability insurance for acts and omissions and coverage in amount and scope consistent with the coverage maintained by them as of the date hereof, and will
pay all premiums required to establish tail coverage without interruption to continue the same level of liability coverage maintained as the date hereof for each
director and officer that resigns or is asked to resign in connection with this transaction; provided, however, that in no event will Buyer be required to expend
in the aggregate for such coverage in excess of 200% of the annual premium paid by SICC as of the date of this Agreement for the year ended December 31,
2006; provided further, however, that if this aggregate cap will be reached, Buyer shall use reasonable efforts to give the Shareholder Representative at least
thirty (30) days prior notice and the opportunity to pay any excess in order to continue such insurance; provided further, however, that the failure of Buyer to
deliver
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