Common use of No Solicitation of Competing Transactions Clause in Contracts

No Solicitation of Competing Transactions. (a) CBS shall not, directly or indirectly, through any officer, director, agent or otherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize any of the officers, directors or employees of CBS or any investment banker, financial advisor, attorney, accountant or other agent or representative of CBS to take any such action, and CBS shall notify Viacom as promptly as practicable of all of the relevant material details relating to all inquiries and proposals which CBS or any such officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative may receive relating to any of such matters, provided, however, that prior to the adoption of this Agreement by the shareholders of CBS, nothing contained in this Section 6.05 shall prohibit the Board of Directors of CBS from (i) furnishing information to, or entering into and engaging in discussions or negotiations with, any person that makes a bona fide unsolicited written proposal that the Board of Directors of CBS determines in good faith, after consultation with CBS's financial advisors and independent legal counsel, can be reasonably expected to result in a CBS Superior Proposal; provided, that prior to furnishing such information to, or entering into discussions or negotiations with, such person, CBS (1) provides notice to Viacom to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person and provides in any such notice to Viacom in reasonable detail the identity of the person making such proposal and the material terms and conditions of such proposal, (2) provides Viacom with all information regarding CBS provided or to be provided to such person which Viacom has not previously been provided, and provided, further that CBS shall keep Viacom informed, on a prompt basis, of the status and material terms of any such proposal and the status of any such discussions and negotiations and (3) receives from such person or entity an executed confidentiality agreement containing customary terms (which need not contain "standstill" or similar provisions), (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer or making any disclosure required under applicable Law or (iii) failing to make or withdrawing or modifying its recommendation referred to in Section 6.01 following the making of a CBS Superior Proposal if, solely in the case of this clause (iii), the Board of Directors of CBS, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CBS to comply with its fiduciary duties under applicable law.

No Solicitation of Competing Transactions. (a) CBS shall not, directly or indirectly, through any officer, director, agent or otherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize any of the officers, directors or employees of CBS or any investment banker, financial advisor, attorney, accountant or other agent or representative of CBS to take any such action, and CBS shall notify Viacom as promptly as practicable of all of the relevant material details relating to all inquiries and proposals which CBS or any such officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative may receive relating to any of such matters, provided, however, that prior to the adoption of this Agreement by the shareholders of CBS, nothing contained in this Section 6.05 shall prohibit the Board of Directors of CBS from (i) furnishing information to, or entering into and engaging in discussions or negotiations with, any person that makes a bona fide unsolicited written proposal that the Board of Directors of CBS determines in good faith, after consultation with CBS's financial advisors and independent legal counsel, can be reasonably expected to result in a CBS Superior Proposal; provided, provided that prior to furnishing such information to, or entering into discussions or negotiations with, such person, CBS (1) provides notice to Viacom to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person and provides in any such notice to Viacom in reasonable detail the identity of the person making such proposal and the material terms and conditions of such proposal, (2) provides Viacom with all information regarding CBS provided or to be provided to such person which Viacom has not previously been provided, and provided, provided further that CBS shall keep Viacom informed, on a prompt basis, of the status and material terms of any such proposal and the status of any such discussions and negotiations and (3) receives from such person or entity an executed confidentiality agreement containing customary terms (which need not contain "standstill" or similar provisions), (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer or making any disclosure required under applicable Law or (iii) failing to make or withdrawing or modifying its recommendation referred to in Section 6.01 following the making of a CBS Superior Proposal if, solely in the case of this clause (iii), the Board of Directors of CBS, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CBS to comply with its fiduciary duties under applicable law.

No Solicitation of Competing Transactions. (a) CBS The Company shall not, directly or indirectly, through any officer, director, agent or otherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize any of the officers, directors or employees of CBS the Company or any investment banker, financial advisor, attorney, accountant or other agent or representative of CBS the Company to take any such action, and CBS the Company shall notify Viacom Buyer as promptly as practicable of all of the relevant material details relating to all inquiries and proposals which CBS the Company or any such officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative may receive relating to any of such matters, provided, however, that prior to the adoption of this Agreement and the approval of the Merger by the shareholders stockholders of CBSthe Company, nothing contained in this Section 6.05 6.5 shall prohibit the Board of Directors of CBS the Company from (i) furnishing information to, or entering into and engaging in discussions or negotiations with, any person that makes a bona fide an unsolicited written proposal that the Board of Directors of CBS the Company determines in good faith, after consultation with CBSthe Company's financial advisors and independent legal counsel, can be reasonably expected to result in a CBS Superior Proposal; provided, provided that prior to furnishing such information to, or entering into discussions or negotiations with, such person, CBS the Company (1) provides notice to Viacom Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person Person and provides provides, in any such notice to Viacom Buyer in reasonable detail the identity of the person Person making such proposal and the material terms and conditions of such proposal, and (2) provides Viacom with all information regarding CBS provided or to be provided to such person which Viacom has not previously been provided, and provided, further that CBS shall keep Viacom informed, on a prompt basis, of the status and material terms of any such proposal and the status of any such discussions and negotiations and (3) receives received from such person or entity an executed confidentiality agreement containing customary terms (which need not contain "standstill" or similar provisions), (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer or making any disclosure required under applicable Law or (iii) failing to make or withdrawing or modifying its recommendation referred to in Section 6.01 following the making of a CBS Superior Proposal if, solely in the case of this clause (iii), the Board of Directors of CBS, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CBS to comply with its fiduciary duties under applicable lawLaw.

No Solicitation of Competing Transactions. (a) CBS shall notNeither the Company nor any Subsidiary shall, directly or indirectly, through any officer, director, agent or otherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public informationnonpublic information or assistance), or take any other action knowingly to facilitatefacilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries inquires or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of CBS the Company or any Subsidiary or any investment banker, financial advisor, attorney, accountant or other agent or representative of CBS the Company or any Subsidiary to take any such action, and CBS the Company shall notify Viacom Parent orally (within three business days) and in writing (as promptly as practicable practicable) of all of the relevant material details relating to all inquiries and proposals any inquiry or proposal which CBS the Company or any Subsidiary or any such officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative may receive relating to any of such mattersmatters and which the Company and any of its officers or directors has knowledge of, and if such inquiry or proposal is in writing, the Company shall deliver to Parent a copy of such inquiry or proposal; provided, however, that prior to the adoption of this Agreement by the shareholders of CBS, nothing contained in this Section 6.05 shall prohibit the Company or its Board of Directors of CBS from (i) furnishing information to, or entering into and engaging in discussions or negotiations with, any person that makes a bona fide unsolicited written proposal that the Board of Directors of CBS determines in good faith, after consultation with CBS's financial advisors and independent legal counsel, can be reasonably expected to result in a CBS Superior Proposal; provided, that prior to furnishing such information to, or entering into discussions or negotiations with, such person, CBS (1) provides notice to Viacom to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person and provides in any such notice to Viacom in reasonable detail the identity of the person making such proposal and the material terms and conditions of such proposal, (2) provides Viacom with all information regarding CBS provided or to be provided to such person which Viacom has not previously been provided, and provided, further that CBS shall keep Viacom informed, on a prompt basis, of the status and material terms of any such proposal and the status of any such discussions and negotiations and (3) receives from such person or entity an executed confidentiality agreement containing customary terms (which need not contain "standstill" or similar provisions), (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer offer, (ii) referring any third party to this Section 6.05 or making a copy of this Section 6.05 available to any disclosure required under applicable Law third party, or (iii) failing to make or withdrawing or modifying its recommendation referred to in Section 6.01 6.01(a) following the making of a CBS Superior Proposal ifproposal that constitutes, solely in the case of this clause (iii)or may reasonably be expected to lead to, a Competing Transaction if the Board of Directors of CBSthe Company, after consultation with and based upon independent legal counsel (who may be the advice of Company's regularly engaged independent legal counsel), determines in good faith that such action is necessary for the Board directors of Directors of CBS the Company to comply with its their fiduciary duties to the Company or its stockholders under applicable law, or (iv) terminating this Agreement and the transactions contemplated hereby in accordance with Section 8.01(g) hereof. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a park. For purposes of this Agreement, Competing Transaction. shall mean any of the following involving the Company or any Subsidiary: (i) any merger, consolidation, share exchange, recapitalization, business combination, or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 15% or more of the assets of the Company and the Subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for 15% or more of the shares of Company Class A Stock or Company Class B Stock or the filing of a registration statement under the Securities Act in connection therewith; (iv) any person having acquired beneficial ownership or the right to acquire beneficial ownership of, or any group. (as such term is defined under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) having been formed which beneficially owns or has the right to acquire beneficial ownership of, 15% or more of the shares of Company Class A Stock or Company Class B Stock; or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

No Solicitation of Competing Transactions. (a) CBS The Company (acting through the Board of Directors, the Special Committee or otherwise) shall not, directly or indirectly, through any officer, director, agent representative or otherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of CBS or any investment banker, financial advisor, attorney, accountant or other agent or representative of CBS its representatives to take any such action, and CBS shall notify Viacom as promptly as practicable of all of the relevant material details relating to all inquiries and proposals which CBS or any such officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative may receive relating to any of such matters, ; provided, however, that prior to the adoption of this Agreement by the shareholders of CBS, nothing contained in this Section 6.05 foregoing shall not prohibit the Special Committee or the Board of Directors of CBS (acting through the Special Committee except as provided below) (either directly or indirectly through advisors, agents or other intermediaries) from (i) furnishing information toin writing or orally (through the Company’s employees and advisors) pursuant to a customary confidentiality letter (a copy of which shall be provided for informational purposes only to Mergerco) concerning the Company and its businesses, properties or entering into and assets to any person, corporation, entity or “group,” as defined in Section 13(d) of the Exchange Act, other than Mergerco (a “Third Party”), in response to any unsolicited inquiry, proposal or offer, (ii) engaging in discussions or negotiations withwith such a Third Party that has made such inquiry, any person that makes proposal or offer, (iii) following receipt of a bona fide unsolicited written proposal that the Board of Directors of CBS determines in good faithrelating to a Competing Transaction, after consultation with CBS's financial advisors taking and independent legal counsel, can be reasonably expected to result in a CBS Superior Proposal; provided, that prior to furnishing such information to, or entering into discussions or negotiations with, such person, CBS (1) provides notice to Viacom disclosing to the effect that it is furnishing information to, Company’s shareholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or entering into discussions or negotiations with, such person and provides in any such notice otherwise making disclosure to Viacom in reasonable detail the identity of the person making such proposal and the material terms and conditions of its shareholders with respect to such proposal, (2iv) provides Viacom with all information regarding CBS provided or to be provided to such person which Viacom has not previously been provided, and provided, further that CBS shall keep Viacom informed, on following receipt of a prompt basis, of the status and material terms of any such bona fide proposal and the status of any such discussions and negotiations and (3) receives from such person or entity an executed confidentiality agreement containing customary terms (which need not contain "standstill" or similar provisions), (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard relating to a tender or exchange offer or making any disclosure required under applicable Law or (iii) Competing Transaction, failing to make or withdrawing or modifying its recommendation referred to in Section 6.01 following the making of a CBS Superior Proposal if7.3 hereof, solely and/or (v) terminating this Agreement, but in each case referred to in the case of this clause foregoing clauses (iii) through (v), only to the extent that the Board of Directors of CBS, (not acting through the Special Committee) shall have concluded in good faith after consultation with and based upon the advice of independent legal counsel, determines in good faith counsel that such action is necessary for consistent with the Board of Directors of CBS to comply with its Directors’ fiduciary duties to the shareholders of the Company under applicable lawthe VSCA.

No Solicitation of Competing Transactions. (a) CBS The Company (acting through the Board of Directors or the Special Committee or otherwise) shall not, directly or indirectly, through any officer, director, agent representative or otherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public information), or take any other action knowingly to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of CBS or any investment banker, financial advisor, attorney, accountant or other agent or representative of CBS its representatives to take any such action, and CBS shall notify Viacom as promptly as practicable of all of the relevant material details relating to all inquiries and proposals which CBS or any such officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative may receive relating to any of such matters, ; provided, however, that prior to the adoption of this Agreement by foregoing shall not prohibit the shareholders of CBS, nothing contained in this Section 6.05 shall prohibit Special Committee or the Board of Directors (acting through and at the direction of CBS the Special Committee) (either directly or indirectly through advisors, agents or other intermediaries) from (i) furnishing information toin writing or orally (through the Company’s employees and advisors) pursuant to a customary confidentiality letter (a copy of which shall be provided for informational purposes only to Parent) concerning the Company and its businesses, properties or entering into and assets to any person, corporation, entity or “group,” as defined in Section 13(d) of the Exchange Act, other than Parent or its affiliates (a “Third Party”), in response to any unsolicited inquiry, proposal or offer, (ii) engaging in discussions or negotiations withwith such a Third Party that has made such inquiry, any person that makes proposal or offer, (iii) following receipt of a bona fide unsolicited written proposal that the Board of Directors of CBS determines in good faithrelating to a Competing Transaction, after consultation with CBS's financial advisors taking and independent legal counsel, can be reasonably expected to result in a CBS Superior Proposal; provided, that prior to furnishing such information to, or entering into discussions or negotiations with, such person, CBS (1) provides notice to Viacom disclosing to the effect that it is furnishing information to, Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2 (a) under the Exchange Act or entering into discussions or negotiations with, such person and provides in any such notice otherwise making disclosure to Viacom in reasonable detail the identity of the person making such proposal and the material terms and conditions of its stockholders with respect to such proposal, (2iv) provides Viacom with all information regarding CBS provided or to be provided to such person which Viacom has not previously been provided, and provided, further that CBS shall keep Viacom informed, on following receipt of a prompt basis, of the status and material terms of any such bona fide proposal and the status of any such discussions and negotiations and (3) receives from such person or entity an executed confidentiality agreement containing customary terms (which need not contain "standstill" or similar provisions), (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard relating to a tender or exchange offer or making any disclosure required under applicable Law or (iii) failing to make or Competing Transaction, withdrawing or modifying its recommendation of this Merger Agreement, and/or (v) terminating this Merger Agreement, but in each case referred to in Section 6.01 following the making of a CBS Superior Proposal if, solely foregoing clauses (i) through (v) only to the extent that the Special Committee shall have concluded in good faith after consultation with counsel that failure to take such action would be inconsistent with the case of this clause (iii), Special Committee’s or the Board of Directors of CBS, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CBS to comply with its Directors’ fiduciary duties to the stockholders of the Company under applicable law.

No Solicitation of Competing Transactions. (a) CBS shall notNeither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, agent agent, or otherwise, initiate, solicit solicit, or knowingly encourage (including by way of furnishing non-public informationinformation or assistance), or take any other action knowingly to facilitatefacilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below)Transaction, or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the officers, directors directors, or employees of CBS the Company or any of its Subsidiaries or any investment banker, financial advisor, attorney, accountant accountant, or other agent or representative of CBS the Company or any of its Subsidiaries to take any such action, and CBS . The Company shall notify Viacom the Parent orally promptly and in writing (as promptly as practicable practicable) of all of the relevant material details relating to all inquiries and proposals which CBS any inquiry or proposal that the Company or any such of its Subsidiaries or any officer, director, employeeor employee of the Company, or any investment banker, financial advisor, attorney, accountant accountant, or other agent or representative of the Company may receive relating to any a Competing Transaction and if such inquiry or proposal is in writing, the Company shall deliver to the Parent a copy of such mattersinquiry or proposal unless delivery would violate the fiduciary duties of the Company, providedin which case, however, that prior the Company will provide to the adoption Parent a fair and complete description of this Agreement by the shareholders terms of CBSsuch Competing Transaction. Notwithstanding the foregoing, nothing contained in this Section 6.05 shall prohibit if the Board of Directors of CBS from (i) furnishing information to, or entering into and engaging in discussions or negotiations with, any person that makes a bona fide unsolicited written proposal that the Board of Directors of CBS determines in good faith, after consultation with CBS's financial advisors and independent legal counsel, can be reasonably expected to result in a CBS Superior Proposal; provided, that prior to furnishing such information to, or entering into discussions or negotiations with, such person, CBS (1) provides notice to Viacom to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person and provides in any such notice to Viacom in reasonable detail the identity of the person making such proposal and the material terms and conditions of such proposal, (2) provides Viacom with all information regarding CBS provided or to be provided to such person which Viacom has not previously been provided, and provided, further that CBS shall keep Viacom informed, on a prompt basis, of the status and material terms of any such proposal and the status of any such discussions and negotiations and (3) receives from such person or entity an executed confidentiality agreement containing customary terms (which need not contain "standstill" or similar provisions), (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer or making any disclosure required under applicable Law or (iii) failing to make or withdrawing or modifying its recommendation referred to in Section 6.01 following the making of a CBS Superior Proposal if, solely in the case of this clause (iii), the Board of Directors of CBS, after consultation with and based upon the advice of independent legal counsel, Company determines in good faith after receipt of advice of the Company's independent counsel (who may be the Company's regularly engaged independent legal counsel) that such the action described below is necessary for the Board of Directors of CBS to comply with its their fiduciary duties under applicable law.to the