Common use of Acquisition Proposals; No Solicitation Clause in Contracts

Acquisition Proposals; No Solicitation. Stockholder will notify Parent and Sub immediately following Stockholder’s becoming aware of any Acquisition Proposal being received by, or, in connection with any Acquisition Proposal, any information being requested from or any negotiations or discussions being sought to be initiated or continued with, Stockholder or Stockholder’s Representatives, if any, which notice shall include the identity of the Person making such information request or Acquisition Proposal and the material terms and conditions of such Acquisition Proposal or information request. Stockholder shall not, nor shall it authorize or permit any of his, her or its Representatives to, directly or indirectly, (A) initiate, solicit, propose or encourage (including by providing information), or take any other action designed to, or which is reasonably expected to, facilitate, any Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or (C) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide to any Person any information or data concerning the Company or any Subsidiary of the Company relating to, or otherwise cooperate with, any proposal that constitutes, or is reasonably expected to lead to, any Acquisition Proposal. Stockholder shall, and shall cause its Representatives to, immediately cease all discussions and negotiations with any Person that may be ongoing with respect to any proposal that constitutes, or is reasonably expected to lead to, any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished. “Representatives” means, with respect to Stockholder, any Subsidiary of such Stockholder and such Stockholder’s and each of its Subsidiaries’ directors, officers, employees, investment bankers, financial advisors, attorneys, accountants and other advisors, agents and representatives.