Common use of No Shop Obligations of Each Stockholder Clause in Contracts

No Shop Obligations of Each Stockholder. (a) From the date of this Agreement until the earlier of Effective Time or the termination of this Agreement in accordance with its terms, each Stockholder agrees that such Stockholder and its, his or her controlled Affiliates (excluding Rook and its Subsidiaries) shall not, and shall not authorize or permit any of its, his or her or their respective Representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage, induce or facilitate any Rook Acquisition Proposal or any inquiry, proposal or offer that may reasonably be expected to lead to a Rook Acquisition Proposal, (ii) furnish any nonpublic information regarding Rook or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Rook or any of its Subsidiaries to, or otherwise cooperate in any way with, any Person that is reasonably expected to make, or is otherwise seeking to make, or has made, a Rook Acquisition Proposal, or (iii) participate in any discussions (provided, however, a Stockholder may refer Persons to the filings with the SEC to which this Agreement is filed as an exhibit) or negotiations with any Person regarding a Rook Acquisition Proposal. Notwithstanding the foregoing, to the extent that Rook is permitted to engage in any of the foregoing activities pursuant to Section 5.2(b) of the Merger Agreement, each Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives may (A) participate in such activities, provided that such action by such Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives would be permitted to be taken by Rook pursuant to Section 5.2(b) of the Merger Agreement and (B) engage in discussions regarding the potential terms of any voting, stockholders, employment or consulting agreement (or other similar agreements) with any Person that has made a Rook Acquisition Proposal.

No Shop Obligations of Each Stockholder. (a) From the date of this Agreement until the earlier of Effective Time or the termination of this Agreement in accordance with its terms, each Each Stockholder agrees that such Stockholder and its, his or her controlled Affiliates (excluding Rook and its Subsidiaries) shall not, and that such Stockholder shall not authorize or permit any use its reasonable best efforts to cause the Representatives of its, his or her or their respective Representatives tosuch Stockholder to not, directly or indirectly, (i) solicit, initiate initiate, or knowingly encourageencourage the making, induce submission or facilitate announcement of any Rook Acquisition Proposal inquiry regarding, or any inquiry, proposal or offer that may which would reasonably be expected to lead to a Rook to, an Acquisition Proposal, (ii) furnish any nonpublic information regarding Rook enter into, participate, continue or any of its Subsidiaries otherwise engage in discussions or afford access to the business, properties, assets, books or records of Rook or any of its Subsidiaries tonegotiations with, or otherwise cooperate in provide any way with, non-public information to any Person that is reasonably expected (other than Parent, Sub and their Representatives) with respect to makeany inquiries regarding, or is otherwise seeking to makethe making, submission or has madeannouncement of, a Rook an Acquisition Proposal, or (iii) participate enter into or approve any letter of intent, agreement in any discussions (principle, option agreement, share purchase agreement, acquisition agreement or similar agreement relating to an Acquisition Proposal; provided, however, a that each Stockholder may, and may refer Persons to the filings with the SEC to which this Agreement is filed as an exhibit) authorize and permit any Representative of such Stockholder to, provide non-public information to, and participate in discussions or negotiations negotiations, with any Person regarding a Rook if at such time such Stockholder has been notified by the Company that the Board of Directors of the Company is permitted to provide non-public information to, or engage in discussions or negotiations with, such Person in accordance with the Merger Agreement. The Stockholder shall immediately cease and cause to be terminated any ongoing solicitation, discussion or negotiation with any Person conducted prior to the date of this Agreement by the Stockholder or any of its Representatives with respect to any actual or potential Acquisition Proposal. Notwithstanding the foregoing, to the extent that Rook is permitted to engage A Stockholder shall notify Parent orally and in writing promptly (and in any event within 24 hours) after receipt of any Acquisition Proposal or any request for information or inquiry which could reasonably be expected to lead to an Acquisition Proposal. The written notice shall include the identity of the foregoing activities pursuant to Section 5.2(b) Person making such Acquisition Proposal, request or inquiry, the material terms of the Merger AgreementAcquisition Proposal, each Stockholderrequest or inquiry (including any material written amendments or modifications, itsor any proposed material written amendments or modifications, his or her controlled Affiliates thereto), and its, his or her or their respective Representatives may (A) participate in such activities, provided that such action by such Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives would be permitted to be taken by Rook pursuant to Section 5.2(b) of the Merger Agreement and (B) engage in discussions regarding the potential terms Stockholder shall keep Parent reasonably informed on a current basis of any voting, stockholders, employment or consulting agreement (or other similar agreements) material changes with any Person that has made a Rook respect to such Acquisition Proposal, request or inquiry.

No Shop Obligations of Each Stockholder. (a) From the date of this Agreement until the earlier of Effective Time or the termination of this Agreement in accordance with its terms, each Stockholder agrees that such Stockholder and its, his or her controlled Affiliates (excluding Rook Xxxxxx and its Subsidiaries) and the Specified Entities shall not, and shall not authorize or permit any of its, his or her or their respective Representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage, induce or facilitate any Rook Xxxxxx Acquisition Proposal or any inquiry, proposal or offer that may reasonably be expected to lead to a Rook Xxxxxx Acquisition Proposal, (ii) furnish any nonpublic information regarding Rook Xxxxxx or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Rook Xxxxxx or any of its Subsidiaries to, or otherwise cooperate in any way with, any Person that is reasonably expected to make, or is otherwise seeking to make, or has made, a Rook Xxxxxx Acquisition Proposal, or (iii) participate in any discussions (provided, however, a Stockholder may refer Persons to the filings with the SEC to which this Agreement is filed as an exhibit) or negotiations with any Person regarding a Rook Xxxxxx Acquisition Proposal. Notwithstanding the foregoing, to the extent that Rook Xxxxxx is permitted to engage in any of the foregoing activities pursuant to Section 5.2(b) of the Merger Agreement, each Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives may (A) participate in such activities, provided that such action by such Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives would be permitted to be taken by Rook Xxxxxx pursuant to Section 5.2(b) of the Merger Agreement and (B) engage in discussions regarding the potential terms of any voting, stockholders, employment or consulting agreement (or other similar agreements) with any Person that has made a Rook Xxxxxx Acquisition Proposal.

No Shop Obligations of Each Stockholder. (a) From the date of this Agreement until the earlier of Effective Time or the termination of this Agreement in accordance with its terms, each Each Stockholder agrees that that, during the Voting Period, such Stockholder and its, his or her controlled Affiliates (excluding Rook and its Subsidiaries) shall not, and such Stockholder shall not authorize or permit any of its, his or her or use its and their respective reasonable best efforts to cause its and their respective Representatives acting on its and their behalf not to, directly or indirectly, (i) solicit, initiate initiate, knowingly encourage or knowingly encouragefacilitate the making, induce submission or facilitate announcement of any Rook Acquisition Proposal with respect to General or any inquiry, proposal or offer that may reasonably be expected Acquisition Inquiry with respect to lead to a Rook Acquisition ProposalGeneral, (ii) furnish any nonpublic information regarding Rook General or any of its Subsidiaries (or afford access to the businesssuch Stockholder’s Owned Shares or New Shares, properties, assets, books or records of Rook or any of its Subsidiaries to, or otherwise cooperate in any way with, interest therein) to any Person that is reasonably expected in connection with or in response to makean Acquisition Proposal with respect to General or Acquisition Inquiry with respect to General, or is otherwise seeking to make, or has made, a Rook Acquisition Proposal, or (iii) participate engage in any discussions (provided, however, a Stockholder may refer Persons to the filings with the SEC to which this Agreement is filed as an exhibit) or negotiations with any Person regarding a Rook relating to any Acquisition ProposalProposal with respect to General or Acquisition Inquiry with respect to General, or (iv) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Transaction with respect to General (“Restricted Activities”). A Stockholder shall promptly notify General and Phoenix orally and in writing of any such Acquisition Proposal or Acquisition Inquiry received by the Stockholder (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all modifications thereto). Notwithstanding the foregoing, to if General is engaging in Restricted Activities that the extent that Rook is permitted to engage Board of Directors has determined in any of the foregoing activities pursuant to Section 5.2(b) of the Merger Agreement, each Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives may (A) participate good faith are in such activities, provided that such action by such Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives would be permitted to be taken by Rook pursuant to Section 5.2(b) of compliance with the Merger Agreement (including Section 5.10(b)), each Stockholder and (B) engage its Representatives may participate with General in discussions regarding the potential terms of any voting, stockholders, employment or consulting agreement (or other similar agreements) with any Person that has made a Rook Acquisition Proposalsuch Restricted Activities.

No Shop Obligations of Each Stockholder. (a) From the date of this Agreement until the earlier of Effective Time or the termination of this Agreement in accordance with its terms, each Each Stockholder agrees that such Stockholder and its, his or her controlled Affiliates (excluding Rook and its Subsidiaries) shall not, and that such Stockholder shall use its reasonable best efforts to cause the Representatives of such Stockholder not authorize or permit any of its, his or her or their respective Representatives to, directly or indirectly, (i) solicit, solicit or initiate or knowingly encourage, induce or facilitate any Rook Acquisition Proposal or any inquiry, proposal or offer that may which would reasonably be expected to lead to a Rook an Acquisition Proposal, other than the transactions contemplated by this Agreement, (ii) furnish any nonpublic information regarding Rook enter into, participate, continue or any of its Subsidiaries otherwise engage in discussions or afford access to the business, properties, assets, books or records of Rook or any of its Subsidiaries tonegotiations with, or otherwise cooperate in provide any way with, non-public information to any Person that is reasonably expected (other than Parent and its Representatives) with respect to makeany inquiries regarding, or is otherwise seeking to makethe making of, or has made, a Rook an Acquisition Proposal, or (iii) participate approve any letter of intent, agreement in any discussions (principle, acquisition agreement or similar agreement relating to an Acquisition Proposal; provided, however, a that each Stockholder may, and may refer Persons to the filings with the SEC to which this Agreement is filed as an exhibit) authorize and permit any Representative of such Stockholder to, provide non-public information to, and participate in discussions or negotiations negotiations, with any Person regarding a Rook if at such time such Stockholder has been notified by the Company that the Board of Directors of the Company is permitted to provide non-public information to, or engage in discussions or negotiations with, such Person in accordance with the Merger Agreement. A Stockholder shall notify Parent orally and in writing within three Business Days after receipt of any Acquisition Proposal. Notwithstanding The written notice shall include the foregoing, to the extent that Rook is permitted to engage in any material terms of the foregoing activities pursuant to Section 5.2(b) of Acquisition Proposal, and the Merger Agreement, each Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives may (A) participate in such activities, provided that such action by such Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives would be permitted to be taken by Rook pursuant to Section 5.2(b) of the Merger Agreement and (B) engage in discussions regarding the potential terms Stockholder shall keep Parent reasonably informed of any voting, stockholders, employment or consulting agreement (or other similar agreements) material changes with any Person that has made a Rook respect to such Acquisition Proposal.

No Shop Obligations of Each Stockholder. (a) From the date of this Agreement until the earlier of Effective Time or the termination of this Agreement in accordance with its terms, each Stockholder agrees that such Stockholder and its, his or her controlled Affiliates (excluding Rook Bxxxxx and its Subsidiaries) and the Specified Entities shall not, and shall not authorize or permit any of its, his or her or their respective Representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage, induce or facilitate any Rook Bxxxxx Acquisition Proposal or any inquiry, proposal or offer that may reasonably be expected to lead to a Rook Bxxxxx Acquisition Proposal, (ii) furnish any nonpublic information regarding Rook Bxxxxx or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Rook Bxxxxx or any of its Subsidiaries to, or otherwise cooperate in any way with, any Person that is reasonably expected to make, or is otherwise seeking to make, or has made, a Rook Bxxxxx Acquisition Proposal, or (iii) participate in any discussions (provided, however, a Stockholder may refer Persons to the filings with the SEC to which this Agreement is filed as an exhibit) or negotiations with any Person regarding a Rook Bxxxxx Acquisition Proposal. Notwithstanding the foregoing, to the extent that Rook Bxxxxx is permitted to engage in any of the foregoing activities pursuant to Section 5.2(b) of the Merger Agreement, each Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives may (A) participate in such activities, provided that such action by such Stockholder, its, his or her controlled Affiliates and its, his or her or their respective Representatives would be permitted to be taken by Rook Bxxxxx pursuant to Section 5.2(b) of the Merger Agreement and (B) engage in discussions regarding the potential terms of any voting, stockholders, employment or consulting agreement (or other similar agreements) with any Person that has made a Rook Bxxxxx Acquisition Proposal.