Common use of No Solicitations Clause in Contracts

No Solicitations. (a) Except for discussions, negotiations and due diligence with DJ Limited ("DJL") and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XII, the Company and its Subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prohibit or restrict the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited (from and after the date of this Agreement) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, the Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.03 by the Company.

No Solicitations. (a) Except From and after the Closing Date, the Securities Administrator agrees that it will not take any action to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for discussions, negotiations and due diligence with DJ Limited ("DJL") and with investors with whom it works related to a $2.5 million convertible debt offering, provided, any purpose; provided however, that it is understood and agreed that promotions undertaken by the Company Securities Administrator (or its affiliates) which are directed at customers of the Securities Administrator (or its affiliates) or the public generally, including, without limitation, mass mailings based on commercially acquired mailing lists, and newspaper, radio and television advertisements, shall not consummate such offering without Parent's consentconstitute solicitations under this Section 8.17, nor is the Securities Administrator prohibited from and after the date responding to unsolicited requests or inquiries made by a Mortgagor or agent of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XIIa Mortgagor. In addition, the Company and its Subsidiaries Trustee agrees that it will notnot provide to any third-party, nor will they authorize or permit including any Affiliate of their respective officersthe Trustee, directorsany information, affiliates or employees or any investment bankerincluding, attorney or other advisor or representative retained by any of them but not limited to, directly the names of any Mortgagors or indirectlythe addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. In addition, the Securities Administrator agrees that it will not provide to any third-party, including any Affiliate of the Securities Administrator, information that includes the names or social security numbers of any Mortgagors or the addresses of any Mortgaged Properties, related to any Mortgagor or Mortgage Loan, except as otherwise contemplated by this Agreement. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) solicit, initiate, encourage or induce the making, submission or announcement disclosure of any Acquisition Proposaland all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the other parties hereto, (ii) participate in disclosure of any discussions and all information (A) if required to do so by any applicable law, rule or negotiations regardingregulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that nothing contained in other disclosure authorized by this Agreement shall prohibit or restrict the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited (from and after the date of this Agreement) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consentDepositor, the Company and its Subsidiaries will immediately cease any and all existing activitiesSeller, discussions the Servicer, the Master Servicer or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.03 by the CompanySecurities Administrator.

No Solicitations. Each Stockholder and its affiliates ---------------- (a) Except for discussions, negotiations and due diligence with DJ Limited ("DJL") and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XII, other than the Company and its Subsidiaries subsidiaries will immediately cease any existing discussions or negotiations with any third parties conducted prior to the date hereof with respect to any Acquisition Proposal. Each Stockholder agrees that it will not, nor and will they authorize or permit any of their respective officers, directors, use its best efforts to cause such affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them not to, directly or indirectly, (i) solicit, initiate, initiate or knowingly encourage inquiries or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regardingproposals that constitute, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may could reasonably be expected to lead to an Acquisition Proposal or engage in negotiations or discussions concerning to, or provide any confidential information relating to, any Acquisition Proposal, (iii) engage in discussions with any person with respect Proposal or agree to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse approve or recommend or participate in any Acquisition Proposal or sell, transfer or otherwise dispose of any Shares or participation in any Acquisition Proposal (v) enter into any letter of intent other than pursuant to this Agreement or similar document the Merger Agreement). Each Stockholder agrees that it or any contract agreement of such affiliates will promptly advise Parent of, and communicate to Parent the terms of, any such inquiry or commitment contemplating proposal it or otherwise relating any of such affiliates may receive, and will promptly advise Parent if it or any of such affiliates provides any such information to any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prohibit or restrict the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited (from and after the date of this Agreement) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, the Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposalperson. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences sentence by any officer, director or employee of the Company or any of its Subsidiaries or any an investment banker, attorney financial advisor, attorney, accountant or other advisor representative or representative agent of the Company or any of its Subsidiaries Stockholder shall be deemed to be a breach violation of this Section 4.03 8 by such Stockholder. In addition, during the Companyperiod from the date of this Agreement through the Effective Time, the Stockholders shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement relating to the Company to which it or any of its affiliates is a party. During such period, the Stockholders shall, and shall cause the Company to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including by seeking to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States of America or of any state having jurisdiction.

No Solicitations. (a) Except for discussionsThe Company represents and warrants that it has terminated any discussions or negotiations relating to, negotiations and due diligence with DJ Limited or that may be reasonably expected to lead to, any Acquisition Proposal ("DJL"as hereinafter defined) and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that will promptly request the return of all confidential information regarding the Company shall not consummate such offering without Parent's consent, from and after provided to any third party prior to the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XIIthe terms of any confidentiality agreements. Except as permitted by this Agreement, the Company and its Subsidiaries will shall not, nor will they and shall not authorize or permit any Company Subsidiary or any of their respective officers, directors, affiliates directors or employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative retained by any of them it to, directly or indirectly, (i) solicit, initiate, initiate or encourage or induce the making, submission or announcement (including by way of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any furnishing non-public information with respect toinformation), or take any other action to facilitate facilitate, any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any an Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (vii) enter into participate in any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prohibit or restrict the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with, any person or entity that makes regarding an unsolicited (from and after the date of this Agreement) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, the Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting Notwithstanding anything to the foregoingcontrary in this Agreement, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of if the Company receives an Acquisition Proposal that was unsolicited or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be that did not otherwise result from a breach of this Section 4.03 by 7.3(a), and the CompanyCompany Board determines in good faith (after consulting with its outside legal counsel and its financial advisor) that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined below), the Company (x) may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Proposal (a "Third Party") and (y) may participate in negotiations regarding such Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, the Company will notify Parent after receipt of any Acquisition Proposal, but shall not be required to disclose to Parent or Acquisition Sub the identity of the Third Party making any such Acquisition Proposal and shall have no duty to notify or update Parent or Acquisition Sub on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Party.

No Solicitations. Such Shareholder shall not, nor, to the extent applicable to such Shareholder, permit any of its affiliates to, nor shall it authorize any partner, officer, director, advisor or representative of, such Shareholder or any of its affiliates to, prior to or on the Effective Date (a) Except for discussionssolicit, negotiations and due diligence with DJ Limited initiate or knowingly encourage ("DJL"including by way of furnishing information or assistance) and with investors with whom it works related the submission of any inquiries, proposals or offers from any person relating to a $2.5 million convertible debt offering, provided, however, that an Acquisition Proposal (as defined in the Company shall not consummate such offering without Parent's consent, from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XII, the Company and its Subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectlyMerger Agreement), (ib) solicit, initiate, encourage enter into or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person or entity any non-public information with respect toto any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal, or (c) take any other action to knowingly facilitate or cooperate with any inquiries or the making of any proposal that constitutes which constitutes, or may reasonably be expected to lead to, any an Acquisition Proposal, (iiid) engage enter into any agreement with respect to an Acquisition Proposal, (e) solicit proxies or become a "participant" in discussions a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal or otherwise encourage or assist any person party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (f) initiate a shareholders' vote or action by consent of the Company's shareholders with respect to an Acquisition Proposal, or (g) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any Acquisition Proposal, except as to voting securities of the existence Company that takes any action in support of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any an Acquisition Proposal; provided, however, that nothing contained in this Agreement section shall prohibit or restrict the Board of Directors of the Company from furnishing information not apply to or entering into discussions or negotiations with, any person in his or entity that makes an unsolicited (from and after the date her capacity as a director of this Agreement) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, the Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.03 by the Company.

No Solicitations. (a) Except for discussions, negotiations and due diligence with DJ Limited ("DJL") and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company EN Bancorp shall not consummate such offering without Parent's consent, from and after the date of this Agreement until hereof, and shall cause the Effective Time or termination of this Agreement pursuant to Article XII, EN Bancorp Subsidiaries and the Company and its Subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates or employees or any investment bankerand other agents (collectively, attorney or other advisor or representative retained by any of them tothe “EN Bancorp Representatives”) not to after the date hereof, directly or indirectly, (i) initiate, solicit, initiate, encourage induce or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect toknowingly encourage, or take any other action to facilitate any inquiries or the making of of, any inquiry, offer or proposal that constitutes which constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than ESSA Bancorp) any information or data with respect to EN Bancorp or any of the EN Bancorp Subsidiaries or otherwise relating to an Acquisition Proposal, ; (iii) engage release any Person from, waive any provision of, or fail to enforce any confidentiality agreement or standstill agreement to which EN Bancorp is a party; or (iv) enter into any agreement, agreement in discussions with any person principle or letter of intent with respect to any Acquisition Proposal, except as Proposal or approve or resolve to the existence of these provisions, (iv) approve, endorse or recommend approve any Acquisition Proposal or (v) enter into any agreement, agreement in principle or letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prohibit or restrict the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited (from and after the date of this Agreement) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, the Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any Any violation of the foregoing restrictions set forth in the preceding two sentences by any officer, director or employee of the Company EN Bancorp or any Representative, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of its Subsidiaries EN Bancorp or any investment bankerotherwise, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.03 Agreement by the CompanyEN Bancorp. EN Bancorp and EN Bancorp Subsidiaries shall, and shall cause each of EN Bancorp Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal.

No Solicitations. (a) Except for discussions, negotiations Seller and due diligence with DJ Limited ("DJL") and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall MPC will not consummate such offering without Parent's consent, from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XII, the Company and its Subsidiaries will nottake, nor will they permit the Company, the Subsidiaries or any Affiliate of Seller or MPC (or authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative Person retained by or acting for or on behalf of Seller, MPC, the Company, the Subsidiaries or any of them tosuch Affiliate) to take, directly or indirectly, (i) any action to solicit, initiateencourage, encourage receive, negotiate, assist or induce otherwise facilitate (including by furnishing confidential information with respect to MPC, the makingCompany or any Subsidiary or permitting access to the Assets and Properties and Books and Records of MPC, submission the Company or announcement any Subsidiary) or accept any offer or inquiry from any Person concerning an Acquisition Proposal. Notwithstanding the foregoing, MPC or its Board of any Directors shall be permitted to (A) to the extent applicable, comply with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, or (iiB) participate engage in any discussions or negotiations regardingwith, or furnish provide any information to any person Person in response to an unsolicited bona fide written Acquisition Proposal, by any non-public information such Person, if and only to the extent that, in the case of the actions referred to in clause (B), (i) the MPC Stockholders' Meeting shall not have occurred, (ii) the Board of Directors of MPC, concludes in good faith after consultation with respect toits financial advisors and legal advisors, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may such Acquisition Proposal would reasonably be expected to lead to, any Acquisition constitute a Superior Proposal, (iii) engage in discussions with prior to providing any person with respect information or data to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Person in connection with an Acquisition Proposal or (v) enter into by any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; providedsuch Person, however, that nothing contained in this Agreement shall prohibit or restrict the Board of Directors of MPC receives from such Person an executed confidentiality agreement on terms no less favorable to the Company from furnishing than those contained in the Confidentiality Agreement between MPC and Purchaser regarding the sale of the Utility Business and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board of Directors of MPC notifies Purchaser immediately of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any person or entity that makes an unsolicited (from and after the date of this Agreement) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company its representatives indicating, in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consentnotice, the Company name of such Person and its Subsidiaries will the material terms and conditions of any proposals or offers. Seller and MPC agree immediately to cease and cause to be terminated any and all existing activities, discussions discussions, or negotiations with any parties heretofore conducted heretofore with respect to any Acquisition Proposal. Without limiting Seller and MPC agree to take the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any necessary steps promptly to inform all such Persons of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of obligations hereunder. Nothing in this Section 4.03 by the Company4.04 shall (x) permit Seller or MPC to terminate this Agreement (except as specifically provided in Article XI), or (y) affect any other obligation of Seller or MPC under this Agreement.

No Solicitations. (a) Except for discussions, negotiations and due diligence with DJ Limited ("DJL") and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company Seller shall not consummate such offering without Parent's consent, from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XII, the Company and its Subsidiaries will not, nor will they authorize or permit any of their and shall cause the Seller Subsidiaries and the respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates or employees or any investment bankerand other agents (collectively, attorney or other advisor or representative retained by any of them the “Seller Representatives”) not to, directly or indirectly, (i) initiate, solicit, initiate, encourage induce or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect toknowingly encourage, or take any other action to facilitate any inquiries or the making of of, any inquiry, offer or proposal that constitutes which constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Buyer) any information or data with respect to Seller or any of the Seller Subsidiaries or otherwise relating to an Acquisition Proposal, ; (iii) engage release any Person from, waive any provision of, or fail to enforce any confidentiality agreement or standstill agreement to which Seller is a party; or (iv) enter into any agreement, agreement in discussions with any person principle or letter of intent with respect to any Acquisition Proposal, except as Proposal or approve or resolve to the existence of these provisions, (iv) approve, endorse or recommend approve any Acquisition Proposal or (v) enter into any agreement, agreement in principle or letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prohibit or restrict the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited (from and after the date of this Agreement) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, the Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any Any violation of the foregoing restrictions set forth in the preceding two sentences by any officer, director or employee of the Company Seller or any Representative, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of its Subsidiaries Seller or any investment bankerotherwise, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.03 Agreement by the CompanySeller. Seller and Seller Subsidiaries shall, and shall cause each of Seller Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal.

No Solicitations. From the date hereof until the Escrow Closing Date or until this Agreement is terminated or abandoned as provided in this Agreement, RSI shall not directly or indirectly (ai) Except solicit or initiate discussion with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than CNI, an affiliate of CNI or their authorized representatives pursuant to this Agreement) concerning any proposal for discussionsa merger, negotiations and due diligence with DJ Limited sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (the "DJLAcquisition Proposal") involving RSI, and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XII, the Company and RSI will instruct its Subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish advisors and its financial and legal representatives and consultants not to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as contrary to the existence foregoing provisions of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposalthis sentence; provided, however, that nothing contained RSI, its officers, directors, advisors and its financial and legal representatives and consultants shall not be prohibited prior to the Escrow Closing Date from taking any action described in this Agreement shall prohibit (ii) above to the extent such action is taken by, or restrict upon the authority of, the Board of Directors of RSI in the Company exercise of good faith judgment as to its fiduciary duties to the shareholders of RSI, which judgment is based upon the advice of independent, outside legal counsel that a failure of the Board of Directors of RSI to take such action would be likely to constitute a breach of its fiduciary duties to such shareholders; PROVIDED FURTHER, that nothing in this Section 5.7 shall prevent RSI or the Board of Directors from furnishing taking, and disclosing to RSI's shareholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer or from making such disclosure to RSI's shareholders which, as advised in an opinion of counsel, is required under applicable law. RSI will notify CNI promptly if RSI becomes aware that any inquiries or proposals are received by, any information is requested from or any negotiations or discussions are sought to be initiated with, RSI with respect to an Acquisition Proposal, and RSI shall promptly deliver to CNI any written inquiries or proposals received by RSI relating to an Acquisition Proposal, except, in each case, when RSI has been advised by independent outside counsel for RSI that providing such information to or entering CNI would be likely to result in a breach of the fiduciary duties of RSI's Board of Directors to RSI's shareholders. Each time, if any, that the Board of Directors of RSI determines, upon advice of such legal counsel and in the exercise of its good faith judgment as to its fiduciary duties to shareholders, that it must enter into discussions or negotiations with, or furnish any information to, any corporation, partnership, person or other entity that makes or group (other than CNI, an unsolicited (from and after the date affiliate of this AgreementCNI or their authorized representatives) Superior Offer. The Company shall provide Parent with a copy of any correspondence to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence to any third party (but not any attachments thereto previously provided by the Company to Parent in connection herewith). Except for discussions, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, the Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to concerning any Acquisition Proposal. Without limiting , RSI will give CNI prompt notice of such determination, except in instances where RSI receives the foregoingadvice of independent, it is understood outside legal counsel for RSI that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its Subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries shall be deemed providing such information to CNI would be a breach of this Section 4.03 by the Companyfiduciary duties of RSI's Board of Directors.

No Solicitations. (a) Except for discussions, negotiations and due diligence with DJ Limited ("DJL") and with investors with whom it works related Prior to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article XIIClosing Date, the Company and agrees that neither it nor any of its Subsidiaries will, and the Company will not, nor will they authorize or permit any of use its commercially reasonable efforts to cause their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them Representatives not to, directly or indirectly, (i) initiate, solicit, initiateencourage, encourage accept or induce take any other action knowingly to facilitate, any inquiries or the makingmaking of, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, any proposal or offer from anyone not a party hereto (a "Third Party") with respect to, or furnish to any person or disclose any non-public information with respect to, regarding the Company or take its Subsidiaries to any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead toThird Party in connection with, any Acquisition ProposalProposal (as defined below). Notwithstanding the foregoing, (iiix) engage in discussions with any person with respect response to any an unsolicited Acquisition Proposal, except as the Company may take and disclose to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 under the Exchange Act, and (y) to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prohibit or restrict extent the Board of Directors of the Company from furnishing information (the "Board") is advised by its counsel that it is required by its fiduciary obligations to or entering into discussions or negotiations withdo so, at any person or entity that makes time prior to approval by the Company's stockholders of the Transactions: (i) the Company may, in response to an unsolicited (from and after the date of this Agreement) Superior Offer. The Company shall provide Parent request, furnish non-public information with a copy of any correspondence respect to be delivered by the Company in connection with such Superior Offer prior to sending such correspondence or its Subsidiaries to any third party Third Party that the Board in good faith determines is reasonably capable of consummating the transactions (a "Qualified Third Party") pursuant to a customary confidentiality agreement and discuss that information (but not any attachments thereto previously provided an Acquisition Proposal) with the Qualified Third Party and (ii) upon receipt by the Company to Parent in connection herewith). Except for discussionsCompany, negotiations and due diligence with DJL and with investors with whom it works related to a $2.5 million convertible debt offering, provided, however, that the Company shall not consummate such offering without Parent's consent, the Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its Subsidiaries or any investment bankerof their respective Representatives of an Acquisition Proposal from a Qualified Third Party, attorney if (A) the Company has complied fully and in a timely manner with its obligations under Section 5.05(b) to notify the Investors of the receipt of the Acquisition Proposal and (B) the Board has determined in good faith that the transaction contemplated by the Acquisition Proposal, if consummated, would constitute an Overbid Transaction, and (C) the Company has delivered an Overbid Notice to the Investors advising them of the determination by the Board that the transaction contemplated by the Acquisition Proposal would constitute an Overbid Transaction (which notice will include a statement of the Overbid Amount involved in that transaction and be accompanied by copies of any form of definitive agreement or other advisor or representative of documentation the Third Party proposes to enter into in connection with the Acquisition Proposal), then the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.03 by may participate in discussions and negotiations with the CompanyQualified Third Party regarding the Acquisition Proposal.