Common use of No Shopping Clause in Contracts

No Shopping. Stockholder, personally or in the capacity as a stockholder, shall not directly or indirectly (a) subject to the fiduciary duty under applicable law of Stockholder as a director of the Company (if Stockholder is such a director) as further provided in the Merger Agreement, solicit, initiate or encourage (or authorize any person to solicit, initiate or encourage) any inquiry, proposal or offer from any person to acquire the business, property or capital stock of the Company or any direct or indirect subsidiary thereof, or any acquisition of a substantial equity interest in, or a substantial amount of the assets of, the Company or any direct or indirect subsidiary thereof, whether by merger, purchase of assets, tender offer or other transaction or (b) subject to the fiduciary duty under applicable law of Stockholder as a director of the Company (if Stockholder is such a director) as further provided in the Merger Agreement, participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or take any other action knowingly to facilitate, or otherwise cooperate in any way with, or participate in, or encourage any effort or attempt by any other person to do or seek any of the foregoing. Stockholder shall promptly advise Parent of the terms of any communications Stockholder may receive in Stockholder's personal capacity or Stockholder's capacity as a stockholder relating to any of the foregoing. Stockholder is signing this Agreement in Stockholder's capacity as a stockholder of the Company. Nothing herein shall restrict Stockholder (or, in the case that Stockholder is not an individual, a representative of Stockholder) from discharging Stockholder's fiduciary duties under applicable law as an officer or director of the Company (if Stockholder is such an officer or director) as further provided in the Merger Agreement.