Common use of No Other Negotiations Clause in Contracts

No Other Negotiations. (a) Subject to Section 7.8(b) hereof, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Subsidiaries and any Person acting on behalf of any Company Party not to, directly or indirectly, (a) solicit, initiate, continue or respond to discussions or engage in negotiations with any Person (whether such negotiations are initiated by any Company Party or otherwise) or take any other action intended or designed to facilitate the efforts of any Person, other than Parent, relating to the possible acquisition, recapitalization or other business combination involving any Company Party (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its capital stock or assets, or any transaction the consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the transaction contemplated by this Agreement or which would or would reasonably be expected to materially dilute the benefits to Parent of the transaction contemplated by this Agreement (with any such efforts by any such Person to be referred to as "Acquisition Proposal"), (b) provide non-public information with respect to any Company Party to any Person, other than a Company Party's professional advisors, Parent or Parent's professional advisors, or (c) enter into an agreement with any Person, other than Parent and Purchaser, providing for a possible Acquisition Proposal. If any Company Party receives any inquiry, offer or proposal relating to an Acquisition Proposal, the Company shall, and shall cause such Company Party to, immediately notify Parent thereof, including information as to the identity of the party making any such inquiry, offer or proposal and the specific terms of such inquiry, offer or proposal, as the case may be.

No Other Negotiations. (a) Subject to Section 7.8(b) hereof, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the The Company shall not, and shall cause not authorize, encourage or permit any of its Subsidiaries and officers, directors, employees, stockholders, Affiliates, agents, advisors (including any Person acting on behalf of any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Party not Representatives”) to, directly or indirectly, : (ai) solicit, initiate, continue or knowingly encourage, facilitate or induce the making, submission or announcement of any Acquisition Proposal, (ii) furnish any nonpublic information regarding the Acquired Companies to any Person (other than Parent and its agents and advisors) in connection with or in response to any Acquisition Proposal (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iii) enter into, participate in, entertain, maintain or continue any discussions or engage in negotiations with any Person (whether other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such negotiations are initiated Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Parent and its agents and advisors) to effect any Alternative Transaction, (v) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the Company Party or otherwise) or take and any other action intended or designed to facilitate the efforts of any Person, Person (other than Parent) that is related to, relating provides for or concerns any Alternative Transaction, (vi) submit any Acquisition Proposal to the possible acquisition, recapitalization or other business combination involving vote of any Company Party Securityholder or (whether by way vii) enter into any other transaction not in the Ordinary Course of mergerBusiness, purchase of capital stock, purchase of assets or otherwise) or any material portion of its capital stock or assets, or any transaction the consummation of which would or would could reasonably be expected to impede, interfere with, prevent or materially delay the transaction contemplated by this Agreement or which would or would reasonably be expected to materially dilute the benefits to Parent of the transaction contemplated by this Agreement (with any such efforts by any such Person to be referred to as "Acquisition Proposal"), (b) provide non-public information with respect to any Company Party to any Person, other than a Company Party's professional advisors, Parent or Parent's professional advisors, or (c) enter into an agreement with any Person, other than Parent and Purchaser, providing for a possible Acquisition ProposalMerger. If any Company Party receives Representative, whether in his or her capacity as such or in any inquiryother capacity, offer or proposal relating to an Acquisition Proposal, takes any action that the Company shall, and shall is obligated pursuant to this Section 5.8(a) to cause such Company Party toRepresentative not to take, immediately notify Parent thereof, including information as then the Company shall be deemed for all purposes of this Agreement to the identity of the party making any such inquiry, offer or proposal and the specific terms of such inquiry, offer or proposal, as the case may behave breached this Section 5.8(a).

No Other Negotiations. (a) Subject to Section 7.8(b) hereof, from and after the date of this -------------- Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Subsidiaries and any Person acting on behalf of any Company Party not to, directly or indirectly, (a) solicit, initiate, continue or respond to discussions or engage in negotiations with any Person (whether such negotiations are initiated by any Company Party or otherwise) or take any other action intended or designed to facilitate the efforts of any Person, other than Parent, relating to the possible acquisition, recapitalization or other business combination involving any Company Party (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its capital stock or assets, or any transaction the consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the transaction contemplated by this Agreement or which would or would reasonably be expected to materially dilute the benefits to Parent of the transaction contemplated by this Agreement (with any such efforts by any such Person to be referred to as "Acquisition Proposal"), (b) provide non-public -------------------- information with respect to any Company Party to any Person, other than a Company Party's professional advisors, Parent or Parent's professional advisors, or (c) enter into an agreement with any Person, other than Parent and Purchaser, providing for a possible Acquisition Proposal. If any Company Party receives any inquiry, offer or proposal relating to an Acquisition Proposal, the Company shall, and shall cause such Company Party to, immediately notify Parent thereof, including information as to the identity of the party making any such inquiry, offer or proposal and the specific terms of such inquiry, offer or proposal, as the case may be.

No Other Negotiations. (a) Subject to Section 7.8(b) hereof, from and after From the date of this Agreement Date until the earlier --------------------- of the Closing or the termination of this Agreement in accordance with its termsSection 10 or the consummation of the Exchange, the Company THAWTE Shareholder shall cause THAWTE, its officers, directors and employees and the THAWTE Shareholder will not, and shall cause will not authorize, encourage or permit, any officer, director, employee, shareholder or affiliate of THAWTE, or any other person, on its Subsidiaries and any Person acting on or their behalf of any Company Party not to, directly or indirectly, solicit or encourage any offer from any party or consider any inquiries or proposals received from any other party, participate in any negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any person (other than VeriSign), concerning any agreement or transaction regarding the possible disposition of all or any substantial portion of the business, assets or capital stock of THAWTE or any THAWTE Subsidiary by merger, consolidation, reorganization, sale of assets, sale of stock, exchange, tender offer or any other form of business combination ("Alternative Transaction"). The THAWTE Shareholder will, and will cause THAWTE to, promptly notify VeriSign orally and in writing of any such inquiries or proposals. In addition, neither THAWTE, nor the THAWTE Shareholder nor any THAWTE Subsidiary, shall execute, enter into or become bound by (a) solicitany letter of intent or agreement or commitment between THAWTE and/or the THAWTE Shareholder and/or any THAWTE Subsidiary, initiateon the one hand, continue and any third party, on the other hand, that is related to an Alternative Transaction or respond to discussions or engage in negotiations with any Person (whether such negotiations are initiated by any Company Party or otherwise) or take any other action intended or designed to facilitate the efforts of any Person, other than Parent, relating to the possible acquisition, recapitalization or other business combination involving any Company Party (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its capital stock or assets, or any transaction the consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the transaction contemplated by this Agreement or which would or would reasonably be expected to materially dilute the benefits to Parent of the transaction contemplated by this Agreement (with any such efforts by any such Person to be referred to as "Acquisition Proposal"), (b) provide non-public information with respect to any Company Party to agreement or commitment between THAWTE and/or the THAWTE Shareholder and/or any PersonTHAWTE Subsidiary, on the one hand, and a third party, on the other than a Company Party's professional advisors, Parent or Parent's professional advisors, or (c) enter into an agreement with any Person, other than Parent and Purchaserhand, providing for a possible Acquisition Proposal. If any Company Party receives any inquiry, offer or proposal relating to an Acquisition Proposal, the Company shall, and shall cause such Company Party to, immediately notify Parent thereof, including information as to the identity of the party making any such inquiry, offer or proposal and the specific terms of such inquiry, offer or proposal, as the case may beAlternative Transaction.

No Other Negotiations. (a) Subject to Section 7.8(b) hereof, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the The Company shall not, and shall cause not authorize, encourage or permit any of its Subsidiaries and officers, directors, employees, stockholders, Affiliates, agents, advisors (including any Person acting on behalf of any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Party not Representatives”) to, directly or indirectly, : (ai) solicit, initiate, continue or knowingly encourage, facilitate or induce the making, submission or announcement of any Acquisition Proposal, (ii) furnish any nonpublic information regarding the Acquired Companies to any Person (other than Parent and its agents and advisors) in connection with or in response to any Acquisition Proposal (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iii) enter into, participate in, entertain, maintain or continue any discussions or engage in negotiations with any Person (whether other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such negotiations are initiated Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Parent and its agents and advisors) to effect any Alternative Transaction, (v) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the Company Party or otherwise) or take and any other action intended or designed to facilitate the efforts of any Person, Person (other than Parent) that is related to, relating provides for or concerns any Alternative Transaction, (vi) submit any Acquisition Proposal to the possible acquisition, recapitalization or other business combination involving vote of any Company Party Securityholder or (whether by way vii) enter into any other transaction not in the Ordinary Course of mergerBusiness, purchase of capital stock, purchase of assets or otherwise) or any material portion of its capital stock or assets, or any transaction the consummation of which would or would could reasonably be expected to impede, interfere with, prevent or materially delay the transaction contemplated by this Agreement or which would or would reasonably be expected to materially dilute the benefits to Parent of the transaction contemplated by this Agreement (with any such efforts by any such Person to be referred to as "Acquisition Proposal"), (b) provide non-public information with respect to any Company Party to any Person, other than a Company Party's professional advisors, Parent or Parent's professional advisors, or (c) enter into an agreement with any Person, other than Parent and Purchaser, providing for a possible Acquisition ProposalMerger. If any Company Party receives Representative, whether in his, her or its capacity as such or in any inquiryother capacity, offer or proposal relating to an Acquisition Proposal, takes any action that the Company shall, and shall is obligated pursuant to this Section 5.8(a) to cause such Company Party toRepresentative not to take, immediately notify Parent thereof, including information as then the Company shall be deemed for all purposes of this Agreement to the identity of the party making any such inquiry, offer or proposal and the specific terms of such inquiry, offer or proposal, as the case may behave breached its obligations under this Section 5.8(a).

No Other Negotiations. (a) Subject to Section 7.8(b) hereof, from Commencing upon the execution and after the date delivery of this Agreement letter agreement and continuing at all times until 11:59 p.m. (San Francisco time) on March 21, 2017 (the earlier of the Closing or the termination of this Agreement in accordance with its terms“Expiration Date”), the Company shall not, and shall cause its Subsidiaries and any Person acting on behalf of any Company Party not to, directly or indirectlyindirectly through any of its directors, officers or other employees, affiliates, representatives, or other agents including its financial, legal or accounting advisors (together, “Representatives”), (ai) solicit, initiate, continue seek, knowingly encourage, promote or respond to support any inquiry, proposal or offer from, (ii) furnish any non-public information regarding the Company to, or (iii) participate in any discussions or engage negotiations with, in negotiations with each case any Person (whether such negotiations are initiated by any Company Party corporation, limited liability company, general or otherwise) limited partnership, business trust, unincorporated association or take any other action intended entity, person or designed to facilitate the efforts group of any Person, of the foregoing (other than ParentMaxLinear and its Representatives) (each, relating to a “Third Party”) regarding an acquisition of 5% or more of the possible acquisition, recapitalization outstanding capital stock of or other business combination involving equity interests in the Company or any of its subsidiaries or 5% or more of the consolidated assets of the Company Party (whether including by way of any merger, purchase of capital stockconsolidation, purchase of assets tender or otherwise) exchange offer, recapitalization, extraordinary dividend or joint venture with or involving the Company or any material portion of its capital stock subsidiaries or assetsany acquisition, sale or transfer of any of the business, properties, securities, or assets of the Company or any of its subsidiaries), or any other similar transaction involving the consummation Company or any of which would or its subsidiaries that would reasonably be expected to prevent or materially impede, interfere with, prevent with or materially delay the transaction contemplated consummation the Transaction (an “Alternative Transaction”). The Company hereby agrees that any action taken by this Agreement one or which would more of its subsidiaries, or would reasonably be expected to materially dilute the benefits to Parent by its Representatives who are aware of the transaction contemplated possible Transaction, that would constitute a breach of this letter agreement if taken by this Agreement (with any such efforts by any such Person to be referred to as "Acquisition Proposal"), (b) provide non-public information with respect to any Company Party to any Person, other than a Company Party's professional advisors, Parent or Parent's professional advisors, or (c) enter into an agreement with any Person, other than Parent and Purchaser, providing for a possible Acquisition Proposal. If any Company Party receives any inquiry, offer or proposal relating to an Acquisition Proposal, the Company shall, and shall cause such Company Party to, immediately notify Parent thereof, including information as to will constitute a breach of this provision by the identity of the party making any such inquiry, offer or proposal and the specific terms of such inquiry, offer or proposal, as the case may beCompany.