Common use of General Prohibitions Clause in Contracts

General Prohibitions. Prior to the Acceptance Time, neither the Company nor any of 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 or take any action to knowingly assist, facilitate or encourage the submission of any 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, otherwise cooperate with, or knowingly assist, participate in or encourage any effort by any Third Party that has made, is seeking to make or would be reasonably expected to make an Acquisition Proposal; (iii) fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Company Board Recommendation (or recommend an Acquisition Proposal or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”); (iv) 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; (v) approve any transaction under, 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. It is agreed that any violation of the restrictions on the Company set forth in this Section 7.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the Company.

General Prohibitions. Prior to the Acceptance Time, neither Neither the Company nor any of 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 or knowingly take any action to knowingly assist, facilitate or encourage the submission of any Acquisition Proposal; , (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, otherwise cooperate with, or knowingly assist, participate in in, facilitate or encourage any effort by any Third Party that has made, is seeking to make or would could be reasonably expected to make an Acquisition Proposal; , (iiiC) fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Company Board 50 Recommendation (or recommend an Acquisition Proposal or knowingly take any action or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iiiC), an “Adverse Recommendation Change”); , (ivD) fail to enforce, enforce or grant any waiver or release under, under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; , (vE) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law; business combination under the New Jersey Shareholders’ Protection Act or (viF) 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. It is agreed that any violation of the restrictions on the Company set forth in this Section 7.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the Company.

General Prohibitions. Prior to the Acceptance Time, neither the Company Neither Acquiror nor any of its Subsidiaries shall, nor shall the Company Acquiror 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 or take any action to knowingly assist, facilitate or encourage the submission of any Acquiror Acquisition Proposal; , (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company Acquiror or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company Acquiror or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, is seeking to make or would be reasonably expected to make an Acquiror Acquisition Proposal; , (iii) fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Company the Acquiror Board Recommendation (or recommend an Acquiror Acquisition Proposal or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)Proposal) (any of the foregoing in this clause (iii), an “Acquiror Adverse Recommendation Change”); , (iv) fail to enforce, or grant any waiver or release under, under any standstill or similar agreement with respect to any class of equity securities of the Company Acquiror or any of its Subsidiaries; , or (v) approve any transaction under, 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 Acquiror Acquisition Proposal. It is agreed that any violation of the restrictions on the Company Acquiror and its Subsidiaries set forth in this Section 7.03 by any Subsidiary or Representative of the Company Acquiror or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the CompanyAcquiror.

General Prohibitions. Prior to the Acceptance Time, neither Neither the Company nor any of 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 or take any action to knowingly assist, facilitate or encourage encourage, or which could reasonably be expected to lead to, the submission of any 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, otherwise cooperate in any way with, or knowingly assist, participate in in, knowingly facilitate or encourage any effort by any Third Party that has expressed an intent to make, or has made, is seeking to make or would be reasonably expected to make 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, or withdraw or modify in a manner adverse to Parent or Merger Subsidiary Parent, the Company Board Recommendation (or recommend an a Company Acquisition Proposal or take any action or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iiiiv), an “Adverse Company Recommendation Change”); (iv) fail to enforce, or grant (v) resolve or propose to do any waiver of the foregoing. 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 release undernegotiations, if any, with any standstill or similar agreement Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any class of equity securities of the Company or any of its Subsidiaries; (v) approve any transaction under, 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. It is agreed that any violation of the restrictions on the Company set forth in this Section 7.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the Company.

General Prohibitions. Prior to the Acceptance Time, neither Neither the Company nor any of 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 or take any action to knowingly assist, facilitate or encourage the submission of any 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, otherwise cooperate in any way with, or knowingly assist, participate in in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, is seeking to make or would be reasonably expected to make an Acquisition Proposal; , (iii) fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”); , (iv) fail to enforce, or grant any waiver or release under, under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; , (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law; 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. It is agreed that any violation of the 49 restrictions on the Company set forth in this Section 7.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the Company.

General Prohibitions. Prior to the Acceptance Time, neither Neither the Company nor any of 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 or take any action to knowingly assist, facilitate or encourage the submission of any 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, otherwise cooperate in any way with, or knowingly assist, participate in in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, is seeking to make or would be reasonably expected to make an a Company Acquisition Proposal; , (iii) fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary Acquiror the Company Board Recommendation (or recommend an a Company Acquisition Proposal or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)Proposal) (any of the foregoing in this clause (iii), an a “Company Adverse Recommendation Change”); , (iv) fail to enforce, or grant any waiver or release under, 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 any transaction under, 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 a Company Acquisition Proposal. It is agreed that any violation of the restrictions on the Company and its Subsidiaries set forth in this Section 7.03 by any Subsidiary or Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the Company.

General Prohibitions. Prior to the Acceptance Time, neither Neither the Company nor any of 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 or take any action to knowingly assist, facilitate or encourage the submission of any 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, otherwise cooperate in any way with, or knowingly assist, participate in in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, is seeking to make or would be reasonably expected to make an Acquisition Proposal; , (iii) fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”); , (iv) fail to enforce, or grant any waiver or release under, under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; , (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law; 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. It is agreed that any violation of the restrictions on the Company set forth in this Section 7.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the Company.

General Prohibitions. Prior to the Acceptance Time, neither Neither the Company nor any of 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 or take any action to knowingly assist, facilitate or encourage the submission of any Company Acquisition Proposal; , (ii) enter into or participate in any discussions or negotiations with, 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, otherwise cooperate in any way with, or knowingly assist, knowingly participate in in, knowingly facilitate or encourage any effort by any Third Party that has made, indicated to the Company it is seeking to make make, or would be reasonably expected to make an has made, a Company Acquisition Proposal; , (iii) fail to make, convene a meeting of the Company Board for the purpose of seeking the Final Offer Recommendation in accordance with (and subject to the provisions of) Section 2.02(c) or withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Company Board Recommendation or the Final Offer Recommendation, if any, (or recommend an a Company Acquisition Proposal or take any action or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Final Offer Recommendation), if any) (any of the foregoing in this clause (iii), an “Adverse Company Recommendation Change”); , (iv) fail to enforce, or grant any waiver or release under, under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; Subsidiaries to the extent such waiver or release would permit any Person to make a Company Acquisition Proposal or (v) approve any transaction under, 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 a Company Acquisition Proposal. It is agreed that any violation of the restrictions on the Company set forth in this Section 7.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the Company. Subject to the proviso to Section 7.02, making an Adverse Company Recommendation Change shall not relieve the Company of its obligations under Section 7.02 or its obligations to seek the Company Shareholder Approvals or to hold any Company Shareholder Meetings in respect thereof.

General Prohibitions. Prior to the Acceptance Time, neither Neither the Company nor any of 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 or take any action to knowingly assist, facilitate or encourage the submission of any Acquisition Proposal; , (ii) other than informing persons of the provisions contained in this Section 6.04, enter into or participate in any discussions or negotiations with, 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, otherwise knowingly cooperate in any way with, or knowingly assist, participate in in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, is seeking to make or would be reasonably expected to make an Acquisition Proposal; , (iii) fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iii), an a “Adverse Recommendation ChangeChange in Recommendation”); , (iv) fail to enforce, or grant any waiver or release under, under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; , (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law; 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. It is agreed that any violation of the restrictions on the Company set forth in this Section 7.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the Company.

General Prohibitions. Prior to the Acceptance Time, neither Neither the Company nor any of 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 or take any action to knowingly assist, facilitate or encourage the submission of any 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, otherwise cooperate with, or knowingly assist, participate in or encourage any effort by to any Third Party that is seeking (to the knowledge of the Company) to make, or has made, is seeking to make or would be reasonably expected to make an Acquisition Proposal; , (iii) fail to make, withdraw or modify in a manner adverse to Parent or Merger Subsidiary the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”); , (iv) fail to enforce, or grant any waiver or release under, under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; , (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law; 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. It is agreed that any violation of the restrictions on the Company set forth in this Section 7.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03(a) by the Company.