Common use of No Solicitation; Other Offers Clause in Contracts

No Solicitation; Other Offers. (a) Subject to Section 6.3(b), from and after the date hereof through the earlier of the Effective Time or the termination of this Agreement, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of their Representatives to, directly or indirectly, (i) solicit or knowingly encourage or facilitate the submission of any Company Proposal; (ii) enter into, initiate or participate in any discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or assist or knowingly encourage any effort by any Third Party or 13D Group that is seeking to make, or has made, or may reasonably be expected to make, a Company Proposal; (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, other than a standstill provision contained in a confidentiality agreement entered into with such Person pursuant to Section 6.3(b)(ii); or (iv) enter into any agreement with respect to a Company Proposal other than a confidentiality agreement permitted by Section 6.3(b). The Company shall, shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause the Representatives of the Company and any of its Subsidiaries to, cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, with any Third Party or 13D Group conducted prior to the date hereof with respect to any Company Proposal and shall use its commercially reasonable efforts to cause any such Third Party or 13D Group (or its agents or advisors) in possession of confidential information about the Company that was furnished by or on behalf of the Company prior to the date hereof to return or destroy all such information. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.3(a) by any Representative of the Company or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 6.3(a) by the Company.

No Solicitation; Other Offers. (a) Subject to Section 6.3(b), from and after From the date hereof through of this Agreement until the earlier of the Effective Time Closing Date or the termination of this AgreementAgreement in accordance with its terms, neither the Company nor (i) each Executing Selling Shareholder (in its capacity as a Selling Shareholder, director or employee of any Acquired Company) shall not, and shall cause each of its Subsidiaries shallRepresentatives not to, nor and (ii) Management shall the Company or any not, and shall cause each of its Subsidiaries authorize or permit any Representatives and each of the Acquired Companies (and each of their Representatives respective Representatives) not to, directly or indirectly: (A) solicit, encourage, initiate, entertain, review, accept, support, approve or participate in any negotiations or discussions with respect to any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, to, directly or indirectly, (i) solicit acquire all or knowingly encourage or facilitate the submission of any Company Proposal; (ii) enter into, initiate or participate in any discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records a material portion of the Company or its business, whether by purchase of assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or otherwise (any of the foregoing being a “Competing Proposed Transaction”); (B) disclose any information not customarily disclosed consistent with the Company’s past practices to any person concerning the Company or its Subsidiaries tobusiness and which the Company believes or should reasonably know could be used for the purposes of formulating any offer, otherwise indication of interest or proposal for a Competing Proposed Transaction; (C) assist, cooperate in any way with, facilitate or assist or knowingly encourage any effort by person to make any Third Party offer, indication of interest or 13D Group that is seeking to makeproposal for a Competing Proposed Transaction; (D) execute, or has madeagree to execute or enter into a contract, arrangement or may understanding regarding, approving, recommending or endorsing any Competing Proposed Transaction; or (E) authorize or permit any of the Company’s or the Executing Selling Shareholder’s Representatives to take any such action or other actions as would adversely affect the Purchaser’s ability to consummate the proposed Transaction. Management and each of the Executing Selling Shareholders shall immediately cease and shall cause to be terminated all existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore, whether by the Company or its Representatives, which could reasonably be expected to make, a Company Proposal; (iii) grant any waiver or release under any standstill or similar agreement with respect lead to any class of equity securities of the Company or any of its Subsidiaries, other than a standstill provision contained in a confidentiality agreement entered into with such Person pursuant to Section 6.3(b)(ii); or (iv) enter into any agreement with respect to a Company Proposal other than a confidentiality agreement permitted by Section 6.3(b)Competing Proposed Transaction. The Company shall, shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause the Representatives of the Company and any of its Subsidiaries to, cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, with any Third Party or 13D Group conducted prior to the date hereof with respect to any Company Proposal and shall use its commercially reasonable efforts to cause any such Third Party or 13D Group (or its agents or advisors) in possession of confidential information about the Company that was furnished by or on behalf of the Company prior to the date hereof to return or destroy all such information. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.3(a) by any Representative of the Company or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 6.3(a) by the Company.Execution

No Solicitation; Other Offers. (a) Subject to Section 6.3(b), from and after the date hereof through the earlier of the Effective Time or the termination of this Agreement, neither each of Parent and the Company agrees that neither it nor any of its Subsidiaries shall, and that neither it nor shall the Company or any of its Subsidiaries shall authorize or permit any of their respective Representatives to, directly or indirectly, (i) solicit solicit, initiate or knowingly encourage or facilitate the submission of any Company Competing Proposal; (ii) enter into, initiate or participate in any discussions or negotiations with, furnish any non-public information relating to the Company it or any of its Subsidiaries or afford access to its business, properties, assets, books or records or the business, properties, assets, books or records of the Company or any of its Subsidiaries toSubsidiaries, to otherwise cooperate in any way with, or assist or knowingly encourage any effort by any Third Party or 13D Group that is seeking to make, or has made, or may reasonably be expected to make, a Company Competing Proposal; (iii) grant any waiver or release under any standstill standstill, confidentiality or similar agreement with respect to any class of its equity securities or any equity securities of the Company or any of its Subsidiaries, other than a standstill provision contained in a confidentiality agreement entered into with such Person pursuant to Section 6.3(b)(ii); or (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement with respect to a Company Competing Proposal other than a confidentiality agreement permitted by Section 6.3(b); or (v) take any action, other than as contemplated by this Agreement in connection with the Merger, to exempt any Third Party from the restrictions on “business combinations” contained in Section 203 of the DGCL (or any similar provision) or otherwise cause or permit such restrictions not to apply (all such actions collectively referred to as “DGCL 203 Modifications”). The Each of Parent and the Company shall, shall cause its respective Subsidiaries to, and shall use its all commercially reasonable efforts to cause its Representatives and the Representatives of the Company and any of its Subsidiaries to, cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, with any Third Party or 13D Group conducted prior to the date hereof with respect to any Company Competing Proposal and shall use its commercially reasonable efforts to cause any such Third Party or 13D Group (or its agents or advisors) in possession of confidential information about the Company or Parent, as the case may be, that was furnished by or on behalf of the Company or Parent, as the case may be, prior to the date hereof to return or destroy all such information. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.3(a) by any Representative of the Company or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 6.3(a) by the Company.

No Solicitation; Other Offers. (a) Subject to Section 6.3(b6.04(b), from and after the date hereof through the earlier of the Effective Time or the termination of this Agreement, neither the Company nor any of shall not, and the Company shall cause its Subsidiaries shall, nor shall the Company or any of and its Subsidiaries authorize or permit any of and their Representatives not to, directly or indirectly, (i) solicit solicit, initiate or knowingly take any action to facilitate or encourage any inquiries or facilitate indication of interests regarding, or the making or submission of any Company proposal or offer that constitutes, or could reasonably be expected to result in, any Acquisition Proposal; , (ii) enter into, initiate into or participate in any discussions or negotiations withregarding any Acquisition Proposal or any inquiry or indication of interest with respect thereto, or furnish or disclose any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate in any way with, or assist take any action to facilitate or knowingly encourage any effort by by, any Third Party or 13D Group that is seeking to make, or has made, any Acquisition Proposal or may reasonably be expected to makeany inquiry or indication of interest with respect thereto, a Company Proposal; (iii) grant withhold, amend, withdraw or modify in a manner adverse to Parent, the Company Board Recommendation (or recommend any waiver Acquisition Proposal, or release under any standstill inquiry or similar agreement indication of interest with respect to thereto, or take any class of equity securities action or make any statement inconsistent with the Company Board Recommendation) (any of the Company or any of its Subsidiariesforegoing in this clause (iii), other than a standstill provision contained in a confidentiality agreement entered into with such Person pursuant to Section 6.3(b)(ii); an “Adverse Recommendation Change”) or (iv) enter into any agreement, agreement with respect in principle, letter of intent, term sheet or other similar instrument relating to a Company Proposal other than a confidentiality agreement permitted by Section 6.3(b)any Acquisition Proposal. The Company shall, and shall cause each of its Subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any Third Party (other than Parent and its Representatives) that may be ongoing as of the date hereof with respect to any actual or potential Acquisition Proposal or any inquiry or indication of interest with respect thereto. The Company shall use its commercially reasonable efforts to cause obtain, in accordance with the Representatives terms of any applicable confidentiality agreement, the Company and return or destruction of any of its Subsidiaries to, cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, with any Third Party or 13D Group conducted prior to the date hereof with respect confidential information previously furnished to any Company Proposal and shall use its commercially reasonable efforts to cause any such Third Party or 13D Group (or its agents or advisors) in possession of confidential information about the Company that was furnished by or on behalf of the Company prior to the date hereof to return or destroy all such information. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.3(a) by any Representative of the Company or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of by the Company or Company, any of its Subsidiaries or otherwise, shall be deemed to be a breach any of this Section 6.3(a) by the Companyits or their Representatives.

No Solicitation; Other Offers. (a) Subject to Section 6.3(b), from and after the date hereof through the earlier of the Effective Time or the termination of this Agreement, neither each of Parent and the Company agrees that neither it nor any of its Subsidiaries shall, and that neither it nor shall the Company or any of its Subsidiaries shall authorize or permit any of their respective Representatives to, directly or indirectly, (i) solicit solicit, initiate or knowingly encourage or facilitate the submission of any Company Competing Proposal; (ii) enter into, initiate or participate in any discussions or negotiations with, furnish any non-public information relating to the Company it or any of its Subsidiaries or afford access to its business, properties, assets, books or records or the business, properties, assets, books or records of the Company or any of its Subsidiaries toSubsidiaries, to otherwise cooperate in any way with, or assist or knowingly encourage any effort by any Third Party or 13D Group that is seeking to make, or has made, or may reasonably be expected to make, a Company Competing Proposal; (iii) grant any waiver or release under any standstill standstill, confidentiality or similar agreement with respect to any class of its equity securities or any equity securities of the Company or any of its Subsidiaries, other than a standstill provision contained in a confidentiality agreement entered into with such Person pursuant to Section 6.3(b)(ii); or (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement with respect to a Company Competing Proposal other than a confidentiality agreement permitted by Section 6.3(b); or (v) take any action, other than as contemplated by this Agreement in connection with the Merger, to exempt any Third Party from the restrictions on “business combinations” contained in Section 203 of the DGCL (or any similar provision) or otherwise cause or permit such restrictions not to apply (all such actions collectively referred to as “DGCL 203 Modifications”). The Each of Parent and the Company shall, shall cause its respective Subsidiaries to, and shall use its all commercially reasonable efforts to cause its Representatives and the Representatives of the Company and any of its Subsidiaries to, cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, with any Third Party or 13D Group conducted prior to the date hereof with respect to any Company Competing Proposal and shall 44 use its commercially reasonable efforts to cause any such Third Party or 13D Group (or its agents or advisors) in possession of confidential information about the Company or Parent, as the case may be, that was furnished by or on behalf of the Company or Parent, as the case may be, prior to the date hereof to return or destroy all such information. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.3(a) by any Representative of the Company or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 6.3(a) by the Company.