Common use of Acquisition Proposals; No Solicitation Clause in Contracts

Acquisition Proposals; No Solicitation. From the date hereof until the earlier of the termination of this Agreement or the Effective Time, OPTA shall not, and will direct each officer, director, representative and agent of OPTA and each OPTA Subsidiary not to, (a) directly or indirectly, encourage, solicit, or initiate any inquiries regarding or the submission from any corporation, partnership, person or other entity or group (other than ACQUIROR or an affiliate or an associate of ACQUIROR) concerning any offers or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the OPTA Shares, or similar transactions involving OPTA or any OPTA Subsidiary (an “Acquisition Proposal”); (b) except as permitted below, participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes any Acquisition Proposal; or (c) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Notwithstanding the foregoing, OPTA may, (i) refer any party to this Section 5.2, (ii) directly or indirectly, furnish information and access, in response to unsolicited requests therefor to any corporation, partnership, person or other entity or group, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning any Acquisition Proposal if the board of directors determines in its good faith judgment, after consultation with its financial advisors and legal counsel, that the Acquisition Proposal is, or reasonably could result in, a Superior Proposal (as defined below), and (iii) to the extent applicable, comply with Rule 14e-2 or 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. OPTA shall promptly notify ACQUIROR if it shall, on or after the date hereof, have entered into a confidentiality agreement with any third party in response to any unsolicited request for information and access in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any Acquisition Proposal having terms that the board of directors determines in its good faith judgment, after having consulted with its financial advisor and legal counsel, to be more favorable to OPTA’s stockholders than the Offer and the Merger.

Acquisition Proposals; No Solicitation. (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, OPTA Xxxxx shall not, and will direct each officershall cause its officers, directordirectors, representative employees, investment bankers, attorneys, agents and agent of OPTA and each OPTA Subsidiary other advisors or representatives not to, (a) directly or indirectly, (i) encourage, solicit, participate in or initiate discussions or negotiations with or provide any inquiries regarding or the submission from information to any corporation, partnership, person or other entity or group Person o (other than ACQUIROR Acquiror or an affiliate or an associate of ACQUIRORAcquiror) concerning any offers Acquisition Proposal (as defined below) or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the OPTA Shares, or similar transactions involving OPTA or any OPTA Subsidiary (an “Acquisition Proposal”); (b) except as permitted below, participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes could reasonably be expected to lead to any Acquisition Proposal; , (ii) approve or (c) enter into any agreement with respect to recommend any Acquisition Proposal or approve enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Acquisition Proposal (or resolve to approve or publicly propose to do any of the foregoing) or (iii) otherwise take any action to assist or facilitate any Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, OPTA may, Xxxxx may (iA) refer any party to this Section 5.2, (iiB) directly or indirectlyunder circumstances in which Xxxxx has complied with all of its obligations under this Section 5.2(a), in response to an unsolicited Acquisition Proposal, furnish information and access, in response to unsolicited requests therefor therefor, to any corporation, partnership, person or other entity or groupPerson, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning any such Acquisition Proposal if the board Board of directors Directors of Xxxxx determines in its good faith judgment, after consultation with and receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal is, or reasonably could result in, is a Superior Proposal (as defined below); provided that prior to such provision of information or access or conduct of such additional discussions (I) such third party shall have entered into a confidentiality agreement in customary form that is no less favorable to Xxxxx than the Confidentiality Agreement (and containing additional provisions that expressly permit Xxxxx to comply with its disclosure obligations under this Agreement), a copy of which shall be provided promptly after its execution to Acquiror, (II) the Board of Directors of Xxxxx shall have determined in its good faith judgment, after consultation with and after receiving the advice of outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law and (III) Xxxxx has provided Acquiror at least three (3) business days prior written notice, and (iiiC) to the extent applicable, comply with Rule 14d-9 or 14e-2 or 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. OPTA Proposal if in the good faith judgment of the Board of Directors of Xxxxx (after consultation with outside legal counsel) failure to do so would be inconsistent with its obligations under applicable Law; provided that the Board of Directors of Xxxxx shall promptly notify ACQUIROR if it shall, on or after not recommend that the date hereof, have entered into a confidentiality agreement with any third party in response to any unsolicited request for information and access stockholders of Xxxxx tender their Xxxxx Shares in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any Acquisition Proposal having terms that tender offer or exchange offer unless the board Board of directors Directors of Xxxxx determines in its good faith judgment, after having consulted consultation with and advice from its financial advisor advisors and outside legal counsel, that such Acquisition Proposal is a Superior Proposal. Xxxxx shall immediately cease and cause to be more favorable terminated and shall cause its affiliates and its or their respective officers, directors, employees, investment bankers, attorneys, agents and other advisors and representatives, to OPTA’s stockholders than terminate all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal and will cause any such parties (and their agents or advisors) in possession of confidential information regarding Xxxxx to return or destroy such information, and shall notify any such Person that Xxxxx is no longer seeking the Offer making of any Acquisition Proposal from such Person and withdraws any request or consent theretofore Agreement and Plan of Merger given for the Mergermaking of an Acquisition Proposal. Xxxxx shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Section 5.2.

Acquisition Proposals; No Solicitation. From the date hereof until the earlier of the termination of this Agreement or the Effective Time, OPTA shall not, and will direct each officer, director, representative and agent of OPTA and each OPTA Subsidiary not to, (a) directly or indirectly, encourage, solicit, or initiate any inquiries regarding or the submission from any corporation, partnership, person or other entity or group (other than ACQUIROR or an affiliate or an associate of ACQUIROR) concerning any offers or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the OPTA Shares, or similar transactions involving OPTA or any OPTA Subsidiary (an “Acquisition Proposal”); (b) except as permitted below, participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes any Acquisition Proposal; or (c) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Notwithstanding the foregoing, OPTA may, (i) refer any party to this Section 5.2, (ii) directly or indirectly, furnish information and access, in Table of Contents response to unsolicited requests therefor to any corporation, partnership, person or other entity or group, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning any Acquisition Proposal if the board of directors determines in its good faith judgment, after consultation with its financial advisors and legal counsel, that the Acquisition Proposal is, or reasonably could result in, a Superior Proposal (as defined below), and (iii) to the extent applicable, comply with Rule 14e-2 or 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. OPTA shall promptly notify ACQUIROR if it shall, on or after the date hereof, have entered into a confidentiality agreement with any third party in response to any unsolicited request for information and access in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any Acquisition Proposal having terms that the board of directors determines in its good faith judgment, after having consulted with its financial advisor and legal counsel, to be more favorable to OPTA’s stockholders than the Offer and the Merger.

Acquisition Proposals; No Solicitation. (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, OPTA Xxxxx shall not, and will direct each officershall cause its officers, directordirectors, representative employees, investment bankers, attorneys, agents and agent of OPTA and each OPTA Subsidiary other advisors or representatives not to, (a) directly or indirectly, (i) encourage, solicit, participate in or initiate discussions or negotiations with or provide any inquiries regarding or the submission from information to any corporation, partnership, person or other entity or group Person o (other than ACQUIROR Acquiror or an affiliate or an associate of ACQUIRORAcquiror) concerning any offers Acquisition Proposal (as defined below) or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the OPTA Shares, or similar transactions involving OPTA or any OPTA Subsidiary (an “Acquisition Proposal”); (b) except as permitted below, participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes could reasonably be expected to lead to any Acquisition Proposal; , (ii) approve or (c) enter into any agreement with respect to recommend any Acquisition Proposal or approve enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Acquisition Proposal (or resolve to approve or publicly propose to do any of the foregoing) or (iii) otherwise take any action to assist or facilitate any Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, OPTA may, Xxxxx may (iA) refer any party to this Section 5.2, (iiB) directly or indirectlyunder circumstances in which Xxxxx has complied with all of its obligations under this Section 5.2(a), in response to an unsolicited Acquisition Proposal, furnish information and access, in response to unsolicited requests therefor therefor, to any corporation, partnership, person or other entity or groupPerson, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning any such Acquisition Proposal if the board Board of directors Directors of Xxxxx determines in its good faith judgment, after consultation with and receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal is, or reasonably could result in, is a Superior Proposal (as defined below); provided that prior to such provision of information or access or conduct of such additional discussions (I) such third party shall have entered into a confidentiality agreement in customary form that is no less favorable to Xxxxx than the Confidentiality Agreement (and containing additional provisions that expressly permit Xxxxx to comply with its disclosure obligations under this Agreement), a copy of which shall be provided promptly after its execution to Acquiror, (II) the Board of Directors of Xxxxx shall have determined in its good faith judgment, after consultation with and after receiving the advice of outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law and (III) Xxxxx has provided Acquiror at least three (3) business days prior written notice, and (iiiC) to the extent applicable, comply with Rule 14d-9 or 14e-2 or 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. OPTA Proposal if in the good faith judgment of the Board of Directors of Xxxxx (after consultation with outside legal counsel) failure to do so would be inconsistent with its obligations under applicable Law; provided that the Board of Directors of Xxxxx shall promptly notify ACQUIROR if it shall, on or after not recommend that the date hereof, have entered into a confidentiality agreement with any third party in response to any unsolicited request for information and access stockholders of Xxxxx tender their Xxxxx Shares in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any Acquisition Proposal having terms that tender offer or exchange offer unless the board Board of directors Directors of Xxxxx determines in its good faith judgment, after having consulted consultation with and advice from its financial advisor advisors and outside legal counsel, that such Acquisition Proposal is a Superior Proposal. Xxxxx shall immediately cease and cause to be more favorable terminated and shall cause its affiliates and its or their respective officers, directors, employees, investment bankers, attorneys, agents and other advisors and representatives, to OPTA’s stockholders than terminate all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal and will cause any such parties (and their agents or advisors) in possession of confidential information regarding Xxxxx to return or destroy such information, and shall notify any such Person that Xxxxx is no longer seeking the Offer making of any Acquisition Proposal from such Person and withdraws any request or consent theretofore given for the Mergermaking of an Acquisition Proposal. Xxxxx shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Section 5.2.

Acquisition Proposals; No Solicitation. (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, OPTA Cxxxx shall not, and will direct each officershall cause its officers, directordirectors, representative employees, investment bankers, attorneys, agents and agent of OPTA and each OPTA Subsidiary other advisors or representatives not to, (a) directly or indirectly, (i) encourage, solicit, participate in or initiate discussions or negotiations with or provide any inquiries regarding or the submission from information to any corporation, partnership, person or other entity or group Person o (other than ACQUIROR Acquiror or an affiliate or an associate of ACQUIRORAcquiror) concerning any offers Acquisition Proposal (as defined below) or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the OPTA Shares, or similar transactions involving OPTA or any OPTA Subsidiary (an “Acquisition Proposal”); (b) except as permitted below, participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes could reasonably be expected to lead to any Acquisition Proposal; , (ii) approve or (c) enter into any agreement with respect to recommend any Acquisition Proposal or approve enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Acquisition Proposal (or resolve to approve or publicly propose to do any of the foregoing) or (iii) otherwise take any action to assist or facilitate any Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, OPTA may, Cxxxx may (iA) refer any party to this Section 5.2, (iiB) directly or indirectlyunder circumstances in which Cxxxx has complied with all of its obligations under this Section 5.2(a), in response to an unsolicited Acquisition Proposal, furnish information and access, in response to unsolicited requests therefor therefor, to any corporation, partnership, person or other entity or groupPerson, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning any such Acquisition Proposal if the board Board of directors Directors of Cxxxx determines in its good faith judgment, after consultation with and receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal is, or reasonably could result in, is a Superior Proposal (as defined below); provided that prior to such provision of information or access or conduct of such additional discussions (I) such third party shall have entered into a confidentiality agreement in customary form that is no less favorable to Cxxxx than the Confidentiality Agreement (and containing additional provisions that expressly permit Cxxxx to comply with its disclosure obligations under this Agreement), a copy of which shall be provided promptly after its execution to Acquiror, (II) the Board of Directors of Cxxxx shall have determined in its good faith judgment, after consultation with and after receiving the advice of outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law and (III) Cxxxx has provided Acquiror at least three (3) business days prior written notice, and (iiiC) to the extent applicable, comply with Rule 14d-9 or 14e-2 or 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. OPTA Proposal if in the good faith judgment of the Board of Directors of Cxxxx (after consultation with outside legal counsel) failure to do so would be inconsistent with its obligations under applicable Law; provided that the Board of Directors of Cxxxx shall promptly notify ACQUIROR if it shall, on or after not recommend that the date hereof, have entered into a confidentiality agreement with any third party in response to any unsolicited request for information and access stockholders of Cxxxx tender their Cxxxx Shares in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any Acquisition Proposal having terms that tender offer or exchange offer unless the board Board of directors Directors of Cxxxx determines in its good faith judgment, after having consulted consultation with and advice from its financial advisor advisors and outside legal counsel, that such Acquisition Proposal is a Superior Proposal. Cxxxx shall immediately cease and cause to be more favorable terminated and shall cause its affiliates and its or their respective officers, directors, employees, investment bankers, attorneys, agents and other advisors and representatives, to OPTA’s stockholders than terminate all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal and will cause any such parties (and their agents or advisors) in possession of confidential information regarding Cxxxx to return or destroy such information, and shall notify any such Person that Cxxxx is no longer seeking the Offer making of any Acquisition Proposal from such Person and withdraws any request or consent theretofore given for the Mergermaking of an Acquisition Proposal. Cxxxx shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Section 5.2.