Common use of No Solicitation by the Company Clause in Contracts

No Solicitation by the Company. (a) During the Interim Period, the Company shall not, nor shall it authorize any Company Subsidiary or any of its or their respective Representatives to, directly or indirectly through another Person, except as otherwise provided below: (i) solicit, initiate or take any action to encourage or induce or facilitate the making, submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the provisions contained in this Section 4.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or furnish to any Person any non-public information or data with respect to or access to the properties of the Company in connection with an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement; or (iv) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal. The Company shall not grant any waiver of any standstill provision or waive or otherwise modify the rights or obligations of any Person under any confidentiality agreement. Promptly (but in any event within two (2) business days) after the Agreement Date, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives.

No Solicitation by the Company. (a) During the Interim PeriodExcept as expressly permitted by this Section 4.2, the Company shall not, nor and shall it authorize any Company Subsidiary or any cause each of its or their respective Affiliates and its Representatives to: (i) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and promptly (but in any event within one (1) business day) after the date of this Agreement, if not already done so prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company that has not expired or been terminated in connection with any actual or potential Acquisition Proposal to return or destroy all such information or documents in accordance with the terms of such confidentiality agreement and (ii) from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VI, not, directly or indirectly through another Personindirectly, except as otherwise provided below: (iA) solicit, initiate or take knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any action to encourage inquiries regarding, or induce or facilitate the making, submission or announcement of, making of any proposal or inquiry offer that constitutes, or could reasonably be likely expected to lead to, an Acquisition Proposal; , (iiB) other than informing Persons of the provisions contained in this Section 4.44.2, enter intoengage in, continue or otherwise participate in any discussions or any negotiations regarding any Acquisition Proposal regarding, or furnish to any other Person any non-public information or data with respect to or access to the properties of the Company in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal; , or (iiiC) approve, recommend or enter into into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, arrangement commitment, or understanding agreement in principle (whether written or oral, binding or nonbinding) with respect to any Acquisition Proposal or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement; or (iv) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause or take any action to be terminated all discussions support or negotiations with any Person previously conducted with respect to any in furtherance of, an Acquisition Proposal. The Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 4.2 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any waiver of any confidentiality or standstill provision or waive or otherwise modify the rights or obligations of any Person under any confidentiality agreement. Promptly (but in any event within two agreement to which the Company or any of its Subsidiaries is a party and (2ii) business days) after the Agreement Date, the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality and standstill provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately take all steps necessary to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such Person or its Representativesprovisions.

No Solicitation by the Company. (a) During Neither the Interim Period, Company nor any of its Subsidiaries or affiliates shall (and the Company shall notcause the officers, nor shall it authorize directors, employees, representatives and agents of the Company, each of its Subsidiaries and each affiliate of the Company, including, but not limited to, investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any Company Subsidiary information to, any person or group (other than 52 61 Parent, any of its affiliates or their respective Representatives to, directly or indirectly through another Personrepresentatives) concerning any Acquisition Proposal (defined below in Section 6.4(c)), except as otherwise provided below: (i) solicit, initiate or take any action to encourage or induce or facilitate the making, submission or announcement of, any proposal or inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the provisions nothing contained in this Section 4.4, enter into, continue or participate in any discussions 6.4 or any negotiations regarding any Acquisition Proposal other provision hereof shall prohibit the Company or furnish the Company Board from (i) taking and disclosing to any Person any non-public information or data the Company's stockholders a position with respect to a tender or access exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, or (ii) making such disclosure to the properties Company stockholders as, in the good faith judgment of the Board, after receiving advice from outside counsel, is required under applicable law, provided that the Company in connection with an Acquisition Proposal; (iii) enter into any agreementmay not, arrangement except as permitted by Section 6.4(b), withdraw or understanding modify, or propose to withdraw or modify, the Recommendations or its position with respect to the Offer or the Merger or approve or recommend, or propose to approve or recommend any Acquisition Proposal Proposal, or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement; or (iv) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal. The Company shall not grant any waiver Upon execution of any standstill provision or waive or otherwise modify the rights or obligations of any Person under any confidentiality agreement. Promptly (but in any event within two (2) business days) after the Agreement Datethis Agreement, the Company shallwill immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the time of acceptance of Shares for payment pursuant to the Offer, the Company may furnish information concerning its business, properties or assets to any corporation, partnership, person or other entity or group pursuant to appropriate confidentiality agreements, and shall cause the Company Subsidiaries may negotiate and its participate in discussions and their respective Representatives to request the prompt return negotiations with such entity or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives.group concerning an Acquisition Proposal if:

No Solicitation by the Company. (a) During the Interim Period, the The Company shall not, nor shall it permit any of the Company Subsidiaries to, nor shall it authorize any Company Subsidiary or permit any of its directors, officers or their respective Representatives employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it (collectively, the “Agents”), nor shall it encourage or assist any of the Shareholders to, directly or indirectly through another Personindirectly, except as otherwise provided below: (iA) solicit, initiate or take encourage, including by way of furnishing information, any action to encourage inquiries or induce or facilitate the making, submission or announcement of, making of any proposal or inquiry offer that constitutes, or could may reasonably be likely to lead to, an Acquisition any Takeover Proposal; , (iiB) other than informing Persons of the provisions contained in this Section 4.4, enter into, into or maintain or continue or otherwise participate in any discussions or any negotiations regarding any Acquisition Proposal or furnish to negotiate with any Person any non-public information in furtherance of such inquiries or data with respect to obtain a Takeover Proposal, or agree to or access endorse any Takeover Proposal, or authorize or permit any of its Agents to the properties of the Company in connection with an Acquisition Proposal; take any such action, or (iiiC) enter into any agreement, arrangement agreement or understanding agreement in principle with any third party with respect to any Acquisition Proposal or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement; or (iv) resolve, propose or agree to do any of the foregoinga Takeover Proposal. The Company shallshall not release any third party from, and or waive any provision of, any confidentiality or standstill agreement to which it is a party. The Company immediately shall cause the Company Subsidiaries and its and their respective Representatives to, immediately (A) cease and cause to be terminated all existing discussions or negotiations with any Person previously parties conducted heretofore with respect to a Takeover Proposal, (B) immediately notify Buyer (orally and in writing) if any Acquisition Proposal. The discussions or negotiations are sought to be initiated, any inquiry or proposal is made, any information is requested with respect to the transactions contemplated hereby or any Takeover Proposal is made with respect to the Company, Company shall not grant Subsidiaries, or any waiver of their material Assets, (C) include in such notification the terms of any standstill provision or waive or otherwise modify such Takeover Proposal that it may receive with respect thereto (and provide Buyer with a copy thereof in writing), including the rights or obligations identity of any Person under any confidentiality agreement. Promptly the soliciting party and (but in any event within two (2D) business days) after keep Buyer informed with respect to the Agreement Date, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representativesforegoing.

No Solicitation by the Company. (a) During Subject to Section 5.4(b) and Section 5.4(d), during the Interim Period, the Company shall will not, nor shall will it authorize or permit any of the Company Subsidiary Subsidiaries or any of its or their respective Representatives to, directly or indirectly through another Personindirectly, except as otherwise provided below: (i) solicit, initiate or take encourage or facilitate (including by way of furnishing any action non-public information relating to encourage the Company or any the Company Subsidiary), or induce or facilitate take any other action which would reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or could is reasonably be likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the provisions contained in this Section 4.45.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or furnish otherwise take any action to facilitate or induce any Person effort or attempt to make or implement an Acquisition Proposal (including any non-public information or data with respect to or access Acquisition Proposal received prior to the properties date of the Company in connection with an Acquisition Proposalthis Agreement); (iii) enter into any agreementapprove, arrangement endorse or understanding with respect to any recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Company or Merger Sub to abandon or terminate its obligations under this Agreement, or enter into any agreement requiring it to abandon, terminate or fail to consummate of the Merger and the other transactions contemplated by this Agreementforegoing; or (iv) resolveagree, propose resolve or agree commit to do any of the foregoing. The Company shallwill, and shall will cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal. The Company shall not grant will promptly deny to any waiver of third party access to any standstill provision data room (virtual or waive or otherwise modify the rights or obligations of actual) containing any Person under any confidentiality agreement. Promptly (but in any event within two (2) business days) after the Agreement Date, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representativesthird party relating to any Acquisition Proposal.

No Solicitation by the Company. (a) During From the Interim Perioddate of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.01, except as expressly permitted by Section 6.05(b) or Section 6.05(d) and except as related solely to the Spin-Off, the transactions contemplated by the ESG Purchase Agreement or the ESG Business or any of the assets or operations thereof, (i) the Company shall cease, shall cause its Subsidiaries to cease and shall instruct and cause its officers, directors and other Representatives to cease, and cause to be terminated all existing discussions, negotiations, solicitations, encouragement and communications with any Persons with respect to any Company Acquisition Proposal (other than the transactions contemplated by this Agreement with Parent and Merger Sub); (ii) the Company shall not, nor and shall it not authorize any Company Subsidiary or permit any of its or their respective Representatives to, directly or indirectly through another Person, except as otherwise provided below: (iA) engage in any communication or initiate, solicit, initiate facilitate or take encourage any action that would constitute or would reasonably be expected to encourage lead to a Company Acquisition Proposal, (B) engage in or induce continue negotiations or facilitate the making, submission or announcement of, any proposal or inquiry that constitutesdiscussions with, or could reasonably be likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the provisions contained in this Section 4.4, enter into, continue or participate in provide any discussions or any negotiations regarding any Acquisition Proposal or furnish to any Person any non-public information or data with respect to, any Person (other than Parent or any of its Affiliates or Representatives) relating to or access that would reasonably be expected to the properties of the lead to any Company in connection with an Acquisition Proposal; , (iiiC) enter into any agreementapprove, arrangement or understanding with respect to any Acquisition Proposal endorse, recommend, execute or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement; Alternative Acquisition Agreement or (ivD) resolve, propose resolve or agree to do any of the foregoing. The Company shall, foregoing and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal. The Company shall not grant any waiver of any standstill provision or waive or otherwise modify the rights or obligations of any Person under any confidentiality agreement. Promptly (but in any event within two (2iii) business days) after the Agreement Date, the Company shall, within one (1) Business Day of the date of this Agreement and shall cause thereafter, terminate all access by third parties to any data room (virtual or actual) containing any of the Company’s information relating to the Ex-ESG Company and request the destruction or return of all non-public information previously provided by or on behalf of the Company, any of its Subsidiaries and its and or their respective Representatives to request the prompt return or destruction of any and all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representativesthird parties.

No Solicitation by the Company. (a) During Subject to Section 5.4(b) and Section 5.4(d), during the Interim Period, the Company shall will not, nor shall will it authorize or permit any of the Company Subsidiary Subsidiaries or any of its or their respective Representatives to, directly or indirectly through another Personindirectly, except as otherwise provided below: (i) solicit, initiate or take encourage or facilitate (including by way of furnishing any action non-public information relating to encourage the Company or any the Company Subsidiary), or induce or facilitate take any other action which would reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or could is reasonably be likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the provisions contained in this Section 4.45.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or furnish otherwise take any action to facilitate or induce any Person effort or attempt to make or implement an Acquisition Proposal (including any non-public information or data with respect to or access Acquisition Proposal received prior to the properties date of the Company in connection with an Acquisition Proposalthis Agreement); (iii) enter into any agreementapprove, arrangement endorse or understanding with respect to any recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Company to abandon or terminate its obligations under this Agreement, or enter into any agreement requiring it to abandon, terminate or fail to consummate of the Merger and the other transactions contemplated by this Agreementforegoing; or (iv) resolveagree, propose resolve or agree commit to do any of the foregoing. The Company shallwill, and shall will cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal. The Company shall not grant will promptly deny to any waiver of third party access to any standstill provision data room (virtual or waive or otherwise modify the rights or obligations of actual) containing any Person under any confidentiality agreement. Promptly (but in any event within two (2) business days) after the Agreement Date, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representativesthird party relating to any Acquisition Proposal.

No Solicitation by the Company. (a) During Subject to Section 5.3(b) and Section 5.3(d), during the Interim Period, the Company shall not, nor shall it authorize any Company Subsidiary or permit any of its or their respective Representatives to, directly or indirectly through another Personindirectly, except as otherwise provided below: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing any non-public information relating to the Company), or knowingly induce or knowingly take any other action which would reasonably be expected to encourage or induce or facilitate lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or could is reasonably be likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the provisions contained in this Section 4.45.3, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or furnish otherwise take any action to knowingly facilitate or knowingly induce any Person effort or attempt to make or implement an Acquisition Proposal (including any non-public information or data with respect to or access Acquisition Proposal received prior to the properties date of the Company in connection with an Acquisition Proposalthis Agreement); (iii) enter into any agreementapprove, arrangement endorse or understanding with respect to any recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring the Company to abandon or terminate its obligations under this Agreement, or enter into any agreement requiring it to abandon, terminate or fail to consummate of the Merger and the other transactions contemplated by this Agreementforegoing; or (iv) resolveagree, propose resolve or agree commit to do any of the foregoing. The Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal. The Company shall not grant promptly deny to any waiver of third party access to any standstill provision data room (virtual or waive or otherwise modify the rights or obligations of actual) containing any Person under any confidentiality agreement. Promptly (but in any event within two (2) business days) after the Agreement Date, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representativesthird party relating to any Acquisition Proposal.