Common use of General Prohibitions Clause in Contracts

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore or knowingly take any action to facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, assist or facilitate any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommend, or declare advisable an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement.

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, or otherwise cooperate in any way with, assist or facilitate any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommend, or declare advisable recommend an Acquisition Proposal) (any of the foregoing in this clause (iii‎(iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring Proposal; provided, however, that, notwithstanding anything to the contrary in this Agreement, the parties understand and agree that the Board has waived prior to entry into this Agreement any provisions in any agreements to which the Company and/or its Subsidiary(ies) are a party that prohibit the counterparty thereto from confidentially requesting the Company to abandonamend or waive the standstill provision in such agreement (i.e., terminate or fail a “don’t ask to consummate waive” provision) to the transactions contemplated by this Agreementextent necessary (and only to such extent) to enable such counterparty to communicate confidentially an Acquisition Proposal to the Board.

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or to, otherwise cooperate in any way with, assist or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommend, or declare advisable recommend an Acquisition ProposalProposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or ), (iv) approvegrant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, recommend(v) approve any transaction under, declare advisable or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring Proposal. It is agreed that any violation of the restrictions on the Company to abandon, terminate set forth in this Section by any Representative of the Company or fail to consummate any of its Subsidiaries shall be a breach of this Section by the transactions contemplated by this AgreementCompany.

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, or otherwise cooperate in any way with, assist or facilitate with any Third Party that is seeking to make, or has made, or, to the Company’s knowledge, is considering making, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approveor, recommendsubject to the last paragraph of Section 6.03(b), or declare advisable fail to reject an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or ), (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring (v) fail to take all action necessary to enforce, or waive or amend, any confidentiality, standstill or similar agreement to which the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreementany of its Subsidiaries is a party or otherwise bound.

General Prohibitions. Neither Except as permitted by Section 6.02(b), the Company (or the Board of Directors) nor any of the Company’s and its Subsidiaries shallshall not, nor shall and the Company or any of shall use its Subsidiaries authorize or permit any of reasonable best efforts to cause its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations withwith any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, assist or facilitate any Third Party that is seeking to make, or has made, an Acquisition Proposalin connection with the foregoing, (iii) fail to makewithhold, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw withdraw, amend, qualify or modify in a manner adverse to Parent) , or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, recommend, publicly endorse or declare advisable recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement). Any breach of this Section 6.02 by the Company’s officers or requiring directors or any of the Company to abandon, terminate Company’s or fail to consummate its Subsidiaries’ Representatives shall be deemed a breach by the transactions contemplated by this AgreementCompany.

General Prohibitions. Neither Except as expressly permitted by Section 6.03(b), neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly facilitate or encourage (including by way of providing non-public information) the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may constitute or would reasonably be expected to lead to an to, any Company Acquisition Proposal (including through the furnishing of any information)Proposal, (ii) enter into into, continue or otherwise participate in any discussions or negotiations withwith respect thereto, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Third Party in connection therewith, or otherwise cooperate in any way with, assist or knowingly assist, participate in, knowingly facilitate or encourage any Third Party that is seeking to makesuch inquiries, proposals, discussions or has made, an Acquisition Proposalnegotiations, (iii) fail to make, withdraw or withdraw, change, qualify or modify in a manner adverse to Parent (or publicly propose to withdraw withdraw, change, qualify or modify modify) in a manner adverse to Parent) , the Company Board Recommendation (or approveadopt, approve or recommend, or declare advisable an publicly propose to adopt, approve or recommend, a Company Acquisition ProposalProposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Company Recommendation Change”) or ), (iv) approveenter into any agreement or understanding (including, recommendwithout limitation, declare advisable any definitive transaction document, letter of intent or similar agreement) relating to a Company Acquisition Proposal or enter into any agreement or agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (v) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (vi) resolve or propose to do any of the foregoing. It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this AgreementSection by the Company. The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any Company Acquisition Proposal.

General Prohibitions. Neither (i) Except to the extent permitted by Section 6.3(b), neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their respective directors, officers, directors, employees, investment bankers, attorneys, accountantsaccountants and other advisors or representatives (collectively, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to facilitate or encourage any inquiries or the making or the submission or announcement of any Acquisition Proposalproposal or offer that constitutes, or any inquiries, proposals or offers that may would reasonably be expected to lead to an to, any Acquisition Proposal (including through the furnishing of any information)Proposal, (ii) continue, enter into or participate in any discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the business, properties, employees, officers, directors, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, assist or facilitate any Third Party in furtherance of any proposal or offer that is seeking to makeconstitutes, or has madewould reasonably be expected to lead to, an any Acquisition Proposal, (iii) enter into any agreement in principle, merger agreement, acquisition agreement, option agreement, letter of intent (binding or non-binding) or other similar Contract relating to any Acquisition Proposal or any proposal or offer that constitutes an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (any such agreement in principle, merger agreement, acquisition agreement, option agreement, letter of intent (binding or non-binding) or other similar Contract (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”)) or (iv) resolve or agree to do any of the foregoing. (ii) Except to the extent permitted by Section 6.3(b), the Board of Directors of the Company will not, nor will any committee thereof: (A) fail to make, withdraw withdraw, or modify or qualify (in a manner adverse to Parent (Parent) or publicly propose to withdraw or modify or qualify (in a manner adverse to Parent), the Company Board Recommendation; (B) fail to publicly recommend against acceptance of any tender or exchange offer by the holders of Company Stock within ten (10) Business Days of commencement thereof pursuant to Rule 14d-2 of the 1934 Act; (C) fail to issue a public press release reaffirming the Company Board Recommendation within ten (10) Business Days of any public announcement of any Acquisition Proposal (other than any commencement of a tender or exchange offer); (D) authorize, adopt, approve, recommendor publicly endorse, recommend or otherwise declare advisable, or publicly propose to authorize, adopt, approve, endorse, recommend or otherwise declare advisable an advisable, any Acquisition Proposal; (E) fail to include the Company Board Recommendation in the Proxy Statement; (F) fail to publicly reaffirm the Company Board recommendation within ten (10) Business Days after Parent so requests in writing (provided, that the Company will have no obligation to make such reaffirmation on more than two separate occasions); and (G) except as expressly permitted by, and after compliance with, this Section 6.3, approve, or publicly recommend or declare advisable, or publicly propose to enter into, or cause or permit the Company to enter into, any Alternative Acquisition Agreement (any of the actions set forth in the foregoing in this clause clauses (iiiA) through (G), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement).

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of shall, and the Company and its or Subsidiaries shall cause its and their officers, directors, employees, investment bankers, attorneys, accountants, consultants or and other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, or otherwise cooperate in any way with, assist or facilitate with any Third Party that is seeking to make, or has made, in connection with an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, fail to include the Company Board Recommendation in the Proxy Statement, recommend an Acquisition Proposal, or fail to recommend against any Acquisition Proposal within ten (10) Business Days after it is made public, or publicly propose to withdraw or modify in a manner adverse to Parent) do any of the Company Board Recommendation (or approve, recommend, or declare advisable an Acquisition Proposal) foregoing (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this AgreementProposal.

General Prohibitions. Neither Subject to Section 7.03(b) after the date of this Agreement and prior to the earlier of the termination of this Agreement in accordance with Article IX and the Effective Time, the Company (Board and the Special Committee shall not, and shall not authorize or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall direct the Company or any of its Subsidiaries authorize the Special Committee or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) the Company’s representatives to, directly or indirectly, : (i) solicit, initiate, induceknowingly facilitate, explore knowingly encourage or knowingly induce or take any other action intended to facilitate or encourage the submission or announcement of lead to any Acquisition Proposal, inquiries or any inquiries, proposals that constitute or offers that may could reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), Proposal; (ii) enter into or participate in any discussions or negotiations with, furnish or afford access to any confidential or non-public information relating to the Company or any of its Subsidiaries to any Person or afford access to the business, properties, assets, books Group (other than Parent or records of the Company Merger Sub or any of its Subsidiaries their Affiliates) in connection with or in response to any inquiry or otherwise cooperate in any way with, assist proposal that constitutes or facilitate any Third Party that is seeking could reasonably be expected to make, or has made, lead to an Acquisition Proposal, Proposal (except solely to provide notice of the existence of these provisions); (iii) fail to make, withdraw withdraw, or modify or amend in a manner adverse to Parent (the Special Committee Recommendation or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommend, or declare advisable recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or ); (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; or (v) approve, endorse, recommend, declare advisable or enter into (or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement agreement, or other similar instrument relating to an Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this (other than an Acceptable Confidentiality Agreement).

General Prohibitions. Neither The Company and its Subsidiaries shall not, and the Company (or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall the Company or any of use its Subsidiaries authorize or reasonable best efforts not to permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, or otherwise knowingly cooperate in any way with, assist or facilitate with any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to makewithhold, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw withdraw, amend, qualify or modify in a manner adverse to Parent) , or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, recommend, publicly endorse or declare advisable recommend an Acquisition Proposal) (any of the foregoing in this clause (iii‎(iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal Proposal. Any breach of this ‎Section 6.03 by the Company’s officers or requiring directors or any of the Company’s or its Subsidiaries’ Representatives acting at the direction of an officer or director of the Company to abandon(and, terminate or fail to consummate for the transactions contemplated avoidance of doubt, only a breach by this Agreementsuch persons) shall be deemed a breach by the Company.

General Prohibitions. Neither The Company and its Subsidiaries shall not, and the Company (or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall the Company or any of use its Subsidiaries authorize or reasonable best efforts not to permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, or otherwise knowingly cooperate in any way with, assist or facilitate with any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to makewithhold, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw withdraw, amend, qualify or modify in a manner adverse to Parent) , or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, recommend, publicly endorse or declare advisable recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal Proposal. Any breach of this Section 6.03 by the Company’s officers or requiring directors or any of the Company’s or its Subsidiaries’ Representatives acting at the direction of an officer or director of the Company to abandon(and, terminate or fail to consummate for the transactions contemplated avoidance of doubt, only a breach by this Agreementsuch persons) shall be deemed a breach by the Company.

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly facilitate or encourage the submission or announcement of any Acquisition Proposalencourage, or any inquiries, proposals or offers that may which could reasonably be expected to lead to an Acquisition Proposal (including through to, the furnishing submission of any information)Company Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or to, otherwise cooperate in any way with, assist or knowingly assist, participate in, knowingly facilitate or encourage any effort by any Third Party that is seeking has expressed an intent to make, or has made, an a Company Acquisition Proposal, (iii) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar contract relating to a Company Acquisition Proposal, (iv) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) , the Company Board Recommendation (or approve, recommend, recommend a Company Acquisition Proposal or declare advisable an Acquisition Proposaltake any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iiiiv), an “Adverse Company Recommendation Change”) ), or (ivv) approveresolve or propose to do any of the foregoing. The Company shall, recommendand shall cause its Subsidiaries and its and their Representatives to, declare advisable cease immediately and cause to be terminated any and all existing activities, discussions or enter into negotiations, if any, with any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating Third Party and its Representatives and its financing sources conducted prior to an the date hereof with respect to any Company Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this AgreementProposal.

General Prohibitions. Neither Until the earlier of the Closing Date and the date of termination of this Agreement pursuant to the provisions of Article VII, the Seller Entities will not take, and shall cause the Company (or and its Subsidiaries not to take, nor will the Board of Directors) nor Seller Entities permit any of the Seller Entities, the Company’s Subsidiaries shallor its Subsidiaries’ officers, nor shall directors, consultants, employees, shareholders, partners, members, attorneys, investment advisors, accountants, agents or other representatives (collectively, “Representatives”) to (directly or indirectly), take, any of the Company following actions with any Person other than Purchaser or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, Affiliates and designees: (i) solicit, initiate, induceseek, explore or knowingly take any action to encourage, facilitate or encourage induce the making, submission or announcement (except as to announcements required by applicable Law) of, any offer, indication of any Acquisition Proposalinterest or proposal, whether oral, written, or any inquiriesotherwise, proposals formal or offers that may reasonably be expected to lead to an Acquisition Proposal (including through informal, to, directly or indirectly, acquire the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to US Parent Subsidiary and the Company Target Subsidiaries or any portion of its Subsidiaries or afford access to the US Parent Subsidiary and the Target Subsidiaries’ business, propertiestaken as a whole, whether by purchase of assets, books exclusive license, purchase of stock, merger or records of the Company or any of its Subsidiaries to other business combination, or otherwise cooperate (but excluding sales of assets and licenses made in any way with, assist or facilitate any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommend, or declare advisable an Acquisition Proposalordinary course of business) (any of the foregoing being a “Competing Transaction Proposal”), (ii) disclose (except disclosures which the Seller Entities are obliged to make under applicable stock exchange rules or the laws of any competent jurisdiction) to any Person, or discuss with any Person, any confidential information relating to the Company and the Target Subsidiaries that would reasonably be expected to encourage or result in this clause the making of any Competing Transaction Proposal or in connection with any Competing Transaction Proposal, (iii)) enter into, an “Adverse Recommendation Change”) participate in, maintain or continue any communications or negotiations regarding any Competing Transaction Proposal, (iv) approveagree to, recommendaccept, declare advisable recommend or endorse (or publicly propose or announce any intention or desire to agree to, accept, recommend or endorse) any Competing Transaction Proposal, or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement contract or other similar instrument agreement relating to, or otherwise agree to an Acquisition Proposal or requiring the Company to abandonconsummate or effect, terminate or fail to consummate the transactions contemplated by this Agreementany Competing Transaction Proposal.

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (iA) solicit, initiate, induce, explore initiate or knowingly take any action to facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (iiB) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, knowingly assist, participate in, facilitate or otherwise cooperate in encourage any way with, assist or facilitate effort by any Third Party that has made, is seeking to make, make or has made, could be reasonably expected to make an Acquisition Proposal, (iiiC) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommend, or declare advisable recommend an Acquisition ProposalProposal or knowingly take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iiiC), an “Adverse Recommendation Change”), (D) fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (E) approve any business combination under the New Jersey Shareholders’ Protection Act or (ivF) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring Proposal. It is agreed that any violation of the restrictions on the Company to abandon, terminate set forth in this Section by any Representative of the Company or fail to consummate any of its Subsidiaries shall be a breach of this Section by the transactions contemplated by this AgreementCompany.

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their respective officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly facilitate or encourage the submission or announcement of any Company Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or to, otherwise cooperate in any way with, assist or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an a Company Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) Acquiror the Company Board Recommendation (or approve, recommend, or declare advisable an recommend a Company Acquisition Proposal) (any of the foregoing in this clause (iii), an a “Company Adverse Recommendation Change”) or ), (iv) approvegrant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, recommend, declare advisable or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an a Company Acquisition Proposal or requiring Proposal. It is agreed that any violation of the restrictions on the Company to abandon, terminate and its Subsidiaries set forth in this Section by any Subsidiary or fail to consummate Representative of the transactions contemplated Company or any of its Subsidiaries shall be a breach of this Section by this Agreementthe Company.

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to facilitate or encourage the submission or announcement of any Acquisition Proposal, Proposal or any inquiries, proposals proposal or offers offer that may would reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information)Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, assist or facilitate any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommend, or declare advisable recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable execute or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or (v) publicly announce an intention to do any of the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreementforegoing.

General Prohibitions. Neither After the date hereof and prior to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 11, the Company shall not (or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall and the Company or any of its Subsidiaries shall not authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to), directly or indirectly, (i) solicit, initiate, induce, explore endorse or knowingly take any action to facilitate or encourage the submission or announcement of any Acquisition Proposal, Proposal or any inquiriesinquiry, proposals proposal or offers offer that may is reasonably be expected likely to lead to an any Acquisition Proposal (including through the furnishing of any information)Proposal, (ii) enter into or execute, continue or otherwise participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, assist or facilitate any Third Party that is seeking with respect to makeinquiries regarding, or has madethe making of, an Acquisition Proposal, (iii) fail to make, withdraw withdraw, modify or modify amend in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommendrecommend or otherwise declare advisable the approval by the Company stockholders of any Acquisition Proposal), or declare advisable an Acquisition Proposal) resolve, agree or propose to take any such action (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) ), or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument transaction agreement relating to an Acquisition Proposal or requiring (other than a confidentiality agreement with a Third Party to whom the Company is permitted to abandonprovide information in accordance with Section 7.04(b)(i)) (any of the foregoing, terminate or fail to consummate the transactions contemplated by this an “Alternative Acquisition Agreement”).