Common use of No Solicitation by Target Clause in Contracts

No Solicitation by Target. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, TARGET shall not, and shall not authorize or permit any of its subsidiaries or any of its or their officers, directors, employees, representatives or agents or any investment banker, financial advisor, attorney, accountant or other advisor or representative retained by it or its subsidiaries, to directly or indirectly (i) solicit, encourage or initiate the submission of any proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal (as defined below), (ii) negotiate, approve or recommend any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or (iii) furnish to any person any information with respect to, or take any other action knowingly to facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal; provided, however, that if at any time after the date -------- ------- hereof and ending on the date the Required Stockholder Approval is obtained (the "Applicable Period"), to the extent required by the fiduciary obligations of the ----------------- TARGET Board, determined in good faith and after consultation with outside counsel, TARGET and its representatives may in response to a Superior Proposal (as defined below) which did not otherwise result from a breach of this Section ------- 4.03(a), and subject to TARGET providing prior written notice to PARENT of its ------- decision to take such action and complying with Section 4.03(d), (A) furnish --------------- information with respect to TARGET to the person making such Superior Proposal pursuant to a customary confidentiality agreement and (B) participate in discussions with such person regarding such Superior Proposal.

No Solicitation by Target. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, TARGET Target shall not, and nor shall not it permit any of its subsidiaries to, nor shall it authorize or permit any of its subsidiaries or any of its or their officers, directors, employees, representatives officers or agents employees or any investment banker, financial advisor, attorney, accountant or other advisor or representative retained by it or any of its subsidiariessubsidiaries to, to directly or indirectly through another person, (i) solicit, initiate or encourage or initiate the submission (including by way of any proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal (as defined belowfurnishing information), (ii) negotiate, approve or recommend any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or (iii) furnish to any person any information with respect to, or take any other action knowingly to facilitate facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition any Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, any Takeover Proposal; providedPROVIDED, howeverHOWEVER, that if if, at any time after prior to acceptance for payment of shares of Target Common Stock pursuant to and subject to the date -------- ------- hereof and ending on conditions of the date the Required Stockholder Approval is obtained Offer (the "Applicable PeriodSpecified Date"), to the extent required by the fiduciary obligations a majority of the ----------------- TARGET Board, determined members of the Board of Directors of Target determines in good faith and (after consultation with outside counsel) that failure to do so would be reasonably likely to result in a breach of the fiduciary duties of such Board to Target's stockholders under applicable law, TARGET and its representatives may Target may, in response to a Takeover Proposal that a majority of the members of the Board of Directors of Target determines in good faith is or is reasonably likely to result in a Superior Proposal (as defined belowand which Takeover Proposal was not solicited by it in breach of this Section 4.02(a) or which did not otherwise result from a breach of this Section ------- 4.03(a4.02(a), and subject to TARGET providing prior written notice to PARENT of its ------- decision to take such action to Parent and complying compliance with Section 4.03(d4.02(c), (Ax) furnish --------------- information with respect to TARGET Target and its subsidiaries to the any person making such Superior Takeover Proposal pursuant to a customary confidentiality agreement (PROVIDED that if such confidentiality agreement contains provisions that are less restrictive than the comparable provision in, or omits restrictive provisions, contained in the Confidentiality Agreement dated as of January 17, 2001 between Parent and Target (the "Confidentiality Agreement"), then the Confidentiality Agreement shall be deemed amended to contain only such less restrictive provisions or to omit such restrictive provisions as applicable) and (By) participate in discussions with such person or negotiations regarding such Superior Takeover Proposal.

No Solicitation by Target. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, TARGET Target shall not, and nor shall not it permit any of its subsidiaries to, nor shall it authorize or permit any of its subsidiaries or any of its or their officers, directors, employees, representatives officers or agents employees or any investment banker, financial advisor, attorney, accountant or other advisor or representative retained by it or any of its subsidiariessubsidiaries to, to directly or indirectly through another person, (i) solicit, initiate or encourage or initiate the submission (including by way of any proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal (as defined belowfurnishing information), (ii) negotiate, approve or recommend any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or (iii) furnish to any person any information with respect to, or take any other action knowingly to facilitate facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition any Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, any Takeover Proposal; provided, however, that if if, at any time after prior to acceptance for payment of shares of Target Common Stock pursuant to and subject to the date -------- ------- hereof and ending on conditions of the date the Required Stockholder Approval is obtained Offer (the "Applicable PeriodSpecified Date"), to the extent required by the fiduciary obligations a majority of the ----------------- TARGET Board, determined members of the Board of Directors of Target determines in good faith and (after consultation with outside counsel) that failure to do so would be reasonably likely to result in a breach of the fiduciary duties of such Board to Target's stockholders under applicable law, TARGET and its representatives may Target may, in response to a Takeover Proposal that a majority of the members of the Board of Directors of Target determines in good faith is or is reasonably likely to result in a Superior Proposal (as defined belowand which Takeover Proposal was not solicited by it in breach of this Section 4.02(a) or which did not otherwise result from a breach of this Section ------- 4.03(a4.02(a), and subject to TARGET providing prior written notice to PARENT of its ------- decision to take such action to Parent and complying compliance with Section 4.03(d4.02(c), (Ax) furnish --------------- information with respect to TARGET Target and its subsidiaries to the any person making such Superior Takeover Proposal pursuant to a customary confidentiality agreement (provided that if such confidentiality agreement contains provisions that are less restrictive than the comparable provision in, or omits restrictive provisions, contained in the Confidentiality Agreement dated as of January 17, 2001 between Parent and Target (the "Confidentiality Agreement"), then the Confidentiality Agreement shall be deemed amended to contain only such less restrictive provisions or to omit such restrictive provisions as applicable) and (By) participate in discussions with such person or negotiations regarding such Superior Takeover Proposal.

No Solicitation by Target. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, TARGET Target shall not, and nor shall not it permit any of its subsidiaries to, nor shall it authorize or permit any of its subsidiaries or any of its or their officers, directors, employees, representatives officers or agents employees or any investment banker, financial advisor, attorney, accountant or other advisor or representative representa tive retained by it or any of its subsidiariessubsidiaries to, to directly or indirectly through another person, (i) solicit, initiate or encourage or initiate the submission (including by way of any proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal (as defined belowfurnishing information), (ii) negotiate, approve or recommend any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or (iii) furnish to any person any information with respect to, or take any other action knowingly to facilitate facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition any Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, any Takeover Proposal; provided. Notwithstanding the foregoing, howeverin the event that, that if at any time after notwith standing compliance with the date -------- ------- hereof and ending on the date the Required Stockholder Approval is obtained (the "Applicable Period")preceding sentence, Target receives a Superior Proposal, Target may, to the extent required by that the fiduciary obligations Board of the ----------------- TARGET Board, determined Directors of Target determines in good faith and (after consultation with outside counsel) that such action would, TARGET and in the absence of the foregoing proscriptions, be required by its representatives may fiduciary duties, participate in response to a discussions regarding any Superior Proposal (as defined below) which did not otherwise result from a breach of this in order to be informed with respect thereto in order to make any determination permitted pursuant to Section ------- 4.03(a4.02(b)(i). In such event, and subject to TARGET providing prior written notice to PARENT of its ------- decision to take such action and complying with Section 4.03(d)Target shall, (Ai) furnish --------------- information with respect no less than 48 hours prior to TARGET to participating in any such discussions, inform Parent of the material terms and conditions of such Superior Proposal, including the identity of the person making such Superior Proposal, (ii) promptly inform Parent of the substance of any discussions relating to such Superior Proposal pursuant to a customary confidentiality agreement and (Biii) participate in discussions with such person regarding promptly keep Parent fully informed of the status, including any change to the details of, any such Superior Proposal.