Common use of General Prohibitions Clause in Contracts

General Prohibitions. Except as set forth in this ‎Section 6.03, the Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, 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 other action to knowingly 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, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) (A) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation or (C) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (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, 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 Acquisition Proposal. 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 ‎Section 6.03(a) by the Company.

General Prohibitions. Except as set forth in this ‎Section 6.03, the Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01Subject to Section 6.4(b), neither the Company nor any of its Subsidiaries the Company’s subsidiaries shall, nor shall the Company or any of its Subsidiaries the Company’s subsidiaries authorize or permit any of its or their officers, directors, employeesEmployees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any other action to knowingly facilitate or encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any nonpublic information relating to the Company or any of its Subsidiaries the Company’s subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries the Company’s subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party third party that is seeking to make, or has made, an Acquisition Proposal, (iii) (A) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) recommend make an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation or (C) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (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 Subsidiariesthe Company’s subsidiaries, (v) approve any Person as “an acquiring person” or such “Person’s share acquisition” as provided in Section 23B.19.040 of the Act, or (vvi) 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 a confidentiality agreement to the extent contemplated in Section 6.4(b)); provided, that (so long as the Company and its Representatives have otherwise complied with this Section 6.4) none of the foregoing shall prohibit the Company and its Representatives from contacting any Persons or group of Persons who have made an Acquisition Proposal after the date of this Agreement solely to request the clarification of the terms and conditions thereof so as to determine whether the Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal, and any such actions shall not be a breach of this Section 6.4(a). It is agreed that any violation of the restrictions on the Company set forth in this Section 6.4 by any Representative of the Company or any of its Subsidiaries the Company’s subsidiaries shall be a breach of this ‎Section 6.03(a) Section 6.4 by the Company.

General Prohibitions. Except as set forth in this ‎Section 6.03Subject to Section 6.3(b), the Company agrees that from the date hereof until the Effective Time or, if earlier, earlier to occur of the termination of this Agreement in accordance with ‎Section 10.01pursuant to ARTICLE 10 and the Effective Time, neither the Company nor any of shall not, and shall cause its Subsidiaries shalland its and their respective directors, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountantsaccountants and other advisors or representatives (collectively, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any other action to knowingly facilitate or encourage encourage, directly or indirectly, the submission of any 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, participate in, facilitate or encourage any effort by to any Third Party in furtherance of any expression of interest, proposal or offer that is seeking constitutes or could reasonably be expected to make, or has made, result in an Acquisition Proposal, (iii) (A) fail to make, or withdraw or modify in a manner adverse to Parent Parent, the Company Board RecommendationRecommendation (or approve, (B) endorse or recommend an Acquisition Proposal Proposal, or take any action proposal that would reasonably be expected to lead to an Acquisition Proposal, or make any public statement inconsistent with the Company Board Recommendation or (CRecommendation) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (any of the foregoing in this clause ‎(iii(iii), an “Adverse Recommendation Change”), (iv) fail to enforce amend, modify or grant any waiver or release under under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, Subsidiaries 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 Acquisition Proposal. It is agreed that Proposal (other than an Acceptable Confidentiality Agreement permitted hereunder) (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 ‎Section 6.03(a) by the Companysuch agreement, an “Alternative Acquisition Agreement”).

General Prohibitions. Except as set forth in this ‎Section 6.03, Neither the Company agrees that from the date hereof until the Effective Time orBoard, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, neither the Company nor any of its Subsidiaries shall, nor shall the Company Board, 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 initiate, propose, encourage (including by providing information) or take any other action to knowingly facilitate or encourage the submission of any Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (ii) enter into into, engage in 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, or knowingly assist, participate in, facilitate or encourage any effort by with any Third Party that is seeking to make, or has made, or, to the Knowledge of the Company, is considering making, an Acquisition Proposal, (iii) (A) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) recommend make an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation or (C) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (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, 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 Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal. It is agreed , or that any violation of the restrictions on contradicts this Agreement or requires the Company set forth in to abandon this Section by Agreement, (v) fail to take all action necessary to enforce, or waive or amend, any Representative of confidentiality, standstill or similar agreement to which the Company or any of its Subsidiaries shall be is a breach party or otherwise bound, or (vi) resolve by action of the Company Board, publicly propose or agree to do any of the foregoing. For the purposes of this ‎Section 6.03(aAgreement, an “Adverse Recommendation Change” shall occur if the Company Board, the Company or any its Subsidiaries or their respective Representatives directly, or indirectly, (A) by withhold, withdraw (or not continue to make), qualify or modify (or publicly propose or resolve to withhold, withdraw (or not continue to make), qualify or modify), in a manner adverse to Parent or Merger Sub, the CompanyCompany Recommendation with respect to the Merger, (B) adopt, approve or recommend an Acquisition Proposal or subject to the last paragraph of Section 5.2(b), fail to reject an Acquisition Proposal, (C) fail to publicly reaffirm the Company Recommendation within five (5) Business Days after Parent so requests in writing, or (D) fail to include the Company Recommendation in the Proxy Statement.

General Prohibitions. Except as set forth in this ‎Section 6.03, the Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, 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”) Representatives to, directly or indirectly, (i) solicit, initiate or take any other action to knowingly 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, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) (A) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, Recommendation (B) or recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation or (CRecommendation) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (any of the foregoing in this clause ‎(iii(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, any Takeover Statutes or (vvi) 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 6.04 by any Representative of the Company or any of its Subsidiaries shall be a breach of this ‎Section 6.03(a) Section 6.04 by the Company.

General Prohibitions. Except as set forth in expressly permitted by this ‎Section Section 6.03, the Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, 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 other action to knowingly 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, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition ProposalProposal (provided that the Company and its Representatives may ascertain facts from the Person making such Acquisition Proposal (and such Person’s Subsidiaries and its and their respective Representatives) for the sole purpose of the Board of Directors of the Company informing itself about such Acquisition Proposal and the Person that made it (and such Person’s Subsidiaries and its and their respective Representatives)), (iii) (A) fail to makewithhold, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, Recommendation (B) or recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation or (CProposal) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (any of the foregoing in this clause ‎(iii(iii), an “Adverse Recommendation Change”), ) or (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, 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 effect an Acquisition ProposalProposal with the Person making such Acquisition Proposal (or any of its Subsidiaries) (other than a confidentiality agreement entered into in compliance with the provisions of this Section 6.03 and, after such execution of a confidentiality agreement, any customary engagement, joint defense, clean team or similar agreements) (an “Alternative Acquisition Agreement”). It is agreed that any violation breach 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 ‎Section 6.03(a) Section by the Company.

General Prohibitions. Except as set forth in this ‎Section 6.03, the The Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, neither the Company nor any of and its Subsidiaries shallshall not, nor and each shall the Company or any of its Subsidiaries authorize or permit any of use their reasonable best efforts to cause its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate or take any other action to knowingly 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 toSubsidiaries, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, any Third Party that is seeking to make, or has made, make an Acquisition Proposal, ; (iii) (A) fail to makemake the Company Board Recommendation, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) or recommend an Acquisition Proposal or take any action or make any public statement inconsistent with the Company Board Recommendation or (Cexcept as permitted by Section 6.03(b) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10through 6.03(e) Business Days after the commencement of such Acquisition Proposal (any of the foregoing in this clause ‎(iii(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, ; 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 Acquisition ProposalProposal (other than a confidentiality agreement with a Third Party permitted under Section 6.03(b)). 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 deemed a breach of this ‎Section 6.03(a) Section by the Company.

General Prohibitions. Except as set forth in this ‎Section 6.03, the Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, 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 other action to knowingly facilitate or encourage the submission of any Acquisition Proposal or any inquiry, indication of interest or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or, (ii) enter into conduct or participate engage in any discussions or negotiations with, furnish disclose any non-public information relating to the Company or any of its Subsidiaries to, 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, or knowingly assist, participate in, knowingly facilitate or encourage any effort by by, any Third Party that is seeking to make, or has made, an any Acquisition Proposal, (iii) (Ax) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation or (C) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (any of the foregoing in this clause ‎(iii), an “Adverse Recommendation Change”), (iv) fail to enforce amend 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 SubsidiariesSubsidiaries under the Company Rights Agreement, or (vy) approve any transaction under, or any Third Party becoming an “interested shareholders” under Applicable Law, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an any Acquisition Proposal, (v) (A) recommend in favor of any Acquisition Proposal, (B) fail to recommend against acceptance of any Third Party tender offer or exchange offer for the Common Stock within ten (10) Business Days after the commencement (as defined in Rule 14d-2 under the ▇▇▇▇ ▇▇▇) of such offer, (C) fail to make, withdraw or modify in a manner adverse to Buyer the Company Board Recommendation or take any action or make any statement inconsistent with the Company Board Recommendation, or (D) resolve or agree to take any of the foregoing actions (any of the foregoing in this clause (v), an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on of the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this ‎Section 6.03(a) Section by the Company.

General Prohibitions. Except as set forth in this ‎Section 6.03Subject to Section 4.2(b), the Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, neither the Company nor any of its Subsidiaries shallSeller shall not, nor shall the Company or any of its Subsidiaries it authorize or permit any of its Subsidiaries or any of its or their officers, respective directors, officers or employees, or any investment bankers, financial advisors, attorneys, accountants, consultants accountants or other advisors, agents or advisors representatives retained by the Seller or any of its Subsidiaries (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, knowingly encourage or take knowingly facilitate, any other action to knowingly facilitate inquiries or encourage the submission making of any proposal that constitutes or is reasonably likely to lead to an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Acquisition Proposal, furnish to any third party any information (whether orally or in writing) in connection with, furnish or in furtherance, of any information relating to the Company or any of its Subsidiaries Acquisition Proposal, or afford access to the business, properties, assets, books or records of the Company Seller or any of its Subsidiaries toSubsidiaries, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, any Third Party third party that has made, is seeking to make or has informed the Seller of any intention to make, or has madepublicly announced an intention to make, an Acquisition Proposal, (iii) (A) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) recommend an Acquisition Proposal or take any action not already taken to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or make other similar anti-takeover statute or regulation (including approving any statement inconsistent with the Company Board Recommendation transaction under, or a third party becoming an “interested shareholder” under, Article 14 (CAffiliated Transactions) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (any of the foregoing in this clause ‎(iiiVSCA), or any restrictive provision of any applicable anti-takeover provision in the Seller’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an “Adverse Recommendation Change”)Acquisition Proposal, (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, or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, asset purchase agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating to an Acquisition ProposalProposal (other than a confidentiality agreement of the type referred to in Section 4.2(b)) or (v) grant any third party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Seller or any of its Subsidiaries. It Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company Seller set forth in this Section the preceding sentence by any Representative of the Company Seller or any of its Subsidiaries shall be a breach of this ‎Section 6.03(a) Section by the CompanySeller.

General Prohibitions. Except as set forth in this ‎Section 6.03, Prior to the Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01Closing, 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 other 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, facilitate or encourage any effort by any Third Party that has made, is seeking to make, make or has made, would be reasonably expected to make an Acquisition Proposal, ; (iii) (A) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) recommend an Acquisition Proposal or take any action or make any statement inconsistent with other than the Company Board Recommendation or (C) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (any of the foregoing in transactions contemplated by this clause ‎(iii), an “Adverse Recommendation Change”), Agreement; (iv) 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; (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of the DGCL; or (vvi) 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 5.02 by any Representative of the Company or any of its Subsidiaries shall be a breach of this ‎Section 6.03(a) Section 5.02 by the Company.

General Prohibitions. Except as set forth in this ‎Section 6.03Subject to Section 4.2(b), the Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, neither the Company nor any of its Subsidiaries shallSeller shall not, nor shall the Company or any of its Subsidiaries it authorize or permit any of its Subsidiaries or any of its or their officers, respective directors, officers or employees, or any investment bankers, financial advisors, attorneys, accountants, consultants accountants or other advisors, agents or advisors representatives retained by the Seller or any of its Subsidiaries (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, knowingly encourage or take knowingly facilitate, any other action to knowingly facilitate inquiries or encourage the submission making of any proposal that constitutes or is reasonably likely to lead to an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Acquisition Proposal, furnish to any third party any information (whether orally or in writing) in connection with, furnish or in furtherance, of any information relating to the Company or any of its Subsidiaries Acquisition Proposal, or afford access to the business, properties, assets, books or records of the Company Seller or any of its Subsidiaries toSubsidiaries, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, any Third Party third party that has made, is seeking to make or has informed the Seller of any intention to make, or has madepublicly announced an intention to make, an Acquisition Proposal, (iii) (A) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) recommend an Acquisition Proposal or take any action not already taken to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or make other similar anti-takeover statute or regulation (including approving any statement inconsistent with the Company Board Recommendation transaction under, or a third party becoming an “interested shareholder” under, Article 14 (CAffiliated Transactions) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (any of the foregoing in this clause ‎(iiiVSCA), or any restrictive provision of any applicable anti-takeover provision in the Seller’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an “Adverse Recommendation Change”)Acquisition Proposal, (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, or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, asset purchase agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating to an Acquisition Proposal. It is agreed that any violation Proposal (other than a confidentiality agreement of the restrictions on the Company set forth type referred to in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this ‎Section 6.03(a4.2(b)) by the Company.or