Common use of No Solicitations Clause in Contracts

No Solicitations. (i) The Company shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries (A) to solicit, initiate or encourage, or take any other action to facilitate (including by way of furnishing information), any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as hereinafter defined) (other than disclosures permitted under Section 5.1.3(v) and the issuance of press releases and the filing or furnishing of documents with the SEC, in each case as permitted under Section 9.13), or (B) to participate in any discussions or negotiations regarding any Takeover Proposal; provided, however, that (1) the Company may in response to a Takeover Proposal, request clarifications from (but not, in reliance on this subsection (1), enter into negotiations with) any third party which makes such Takeover Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Takeover Proposal is a Favorable Third Party Proposal (as defined below) and (2) the Company may, in response to any proposal which constitutes a Favorable Third Party Proposal (as defined below), (A) furnish information with respect to it and its subsidiaries to any person pursuant to a customary confidentiality agreement, the benefits of the terms of which, if more favorable than the confidentiality agreement in place with Parent, shall be extended to Parent, and (B) negotiate or otherwise engage in substantive discussions with, the party making such proposal, if the Board or Directors of the Company determines in good faith by a majority vote, based on the advice of its outside legal counsel, there is a reasonable basis to conclude that such action is required for it to comply with its fiduciary duties.

No Solicitations. (ia) The Company shall not, nor not and shall it permit any of cause its subsidiaries Subsidiaries not to, nor shall it authorize directly or permit indirectly, through any of its officersofficer, directors or employees or any investment bankerdirector, affiliate, employee, agent, financial advisor, attorneyrepresentative or otherwise, accountant (a) solicit or other representative retained by it initiate any inquiries with respect to the submission of any Acquisition Proposal (as defined below), (b) participate in any discussions or negotiations regarding, or furnish to any of its subsidiaries (A) to solicitPerson any information with respect to, initiate or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or take attempt by any other action Person to facilitate (including by way make an inquiry in respect of furnishing information), any inquiries or the making of make any proposal which or offer that constitutes, or may be reasonably be expected to lead to, any Takeover Acquisition Proposal (as hereinafter defined) (other than disclosures permitted under Section 5.1.3(v) and the issuance of press releases and the filing or furnishing of documents with the SEC, in each case as permitted under Section 9.13), or (Bc) enter into any agreement or agreement in principle providing for or relating to participate in any discussions or negotiations regarding any Takeover an Acquisition Proposal; provided, however, that (1) the Company may in response to a Takeover Proposal, request clarifications from (but not, in reliance on this subsection (1), enter into negotiations with) any third party which makes such Takeover Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Takeover Proposal is a Favorable Third Party Proposal (as defined below) and (2) the Company may, prior to the purchase of the Shares pursuant to the Offer, in response to any an unsolicited bona fide written proposal which constitutes a Favorable Third Party Proposal received on or after the date of this Agreement (as defined belowand not withdrawn), (A) furnish information with respect to it and its subsidiaries to any person pursuant to an Acquisition Proposal from a customary confidentiality agreementthird party, the benefits which did not result from a breach of the terms of whichthis Section 5.2, if more favorable than the confidentiality agreement in place with Parent, shall be extended to Parentfurnish information to, and (B) negotiate negotiate, explore or otherwise engage in substantive discussions withwith such third party only if, and only to the party making such proposal, if the Board or Directors of extent that (i) the Company Board, after consultation with and taking into account the advice of its financial advisors and outside legal counsel, determines in good faith by a majority votethat the Company Board would reasonably be likely to breach its fiduciary duties to stockholders under applicable law without taking such action (ii) prior to taking such action, based on the Company receives from such Person an executed confidentiality agreement having terms no more favorable than the Confidentiality Agreement, (iii) the Company promptly provides to the Purchaser any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to the Purchaser or Merger Sub, (iv) the Company Board, after consultation with and taking into account the advice of its outside financial advisors and legal counsel, there is a reasonable basis to conclude determines in good faith that such action proposal would, if accepted, be reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and (v) the proposal would, if consummated, result in a transaction that is required more favorable to Company Stockholders, from a financial point of view, than the transactions contemplated by this Agreement (such more favorable Acquisition Proposal hereinafter referred to as a “Superior Proposal”; provided, that for it purposes of the definition of Superior Proposal, the term Acquisition Proposal shall have the meaning assigned below, except that references to comply with its fiduciary duties“15% or more” shall be deemed to be references to “50% or more”).

No Solicitations. (ia) The Prior to the Effective Time, the Company agrees (a) that it shall not, nor and it shall it permit any of cause its subsidiaries Subsidiaries and Representatives not to, nor shall it authorize initiate, solicit or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries (A) to solicit, initiate or encourage, or take any other action to facilitate (including by way of furnishing information), encourage any inquiries or the making or implementation of any proposal which constitutesor offer (including, without limitation, any proposal or offer to its stockholders) with respect to an Alternative Proposal, or may reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information or data to, have any Takeover discussions with, any Person or group relating to an Alternative Proposal or in connection therewith waive any provision of or amend the terms of the Company Rights Agreement; and (as hereinafter definedb) (other than disclosures permitted under Section 5.1.3(v) that it will immediately cease and the issuance of press releases and the filing or furnishing of documents with the SECcause to be terminated any existing activities, in each case as permitted under Section 9.13), or (B) to participate in any discussions or negotiations regarding with any Takeover Proposalparties with respect to any of the foregoing; provided, however, that (1) the Company may nothing contained in response to a Takeover Proposal, request clarifications from (but not, in reliance on this subsection (1), enter into negotiations with) any third party which makes such Takeover Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Takeover Proposal is a Favorable Third Party Proposal (as defined below) and (2) the Company may, in response to any proposal which constitutes a Favorable Third Party Proposal (as defined below), (A) furnish information with respect to it and its subsidiaries to any person pursuant to a customary confidentiality agreement, the benefits of the terms of which, if more favorable than the confidentiality agreement in place with Parent, Section 5.2 shall be extended to Parent, and (B) negotiate or otherwise engage in substantive discussions with, the party making such proposal, if prohibit the Board or of Directors of the Company from (i) authorizing a communication with any party that is limited to making such party aware of the provisions of this Section 5.2(a); (ii) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to the Company than the Confidentiality Agreement; provided, however, that any such confidentiality agreement shall not restrict the parties thereto from making an Alternative Proposal) or entering into discussions or negotiations with any Person or group that makes an unsolicited bona fide written Alternative Proposal, if the Special Committee determines in good faith (after consulting with reputable outside financial advisors experienced in such matters including, without limitation, the current financial advisors of the Special Committee) that the failure to take such actions would result in violation of the Board of Directors’ fiduciary duties under applicable Law; and (iii) to the extent required, taking and disclosing to the Company’s stockholders a position contemplated by a majority voteRule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal, based on or making any other disclosure to the advice Company’s stockholders if, in the good faith judgment of its the Special Committee, after being advised by reputable outside legal counselcounsel experienced in such matters (including, without limitation, DLA Piper), there is a reasonable basis to conclude that such action disclosure is required under applicable Law. The Company shall immediately notify Parent after: (i) receipt of an Alternative Proposal (including the terms of such Alternative Proposal and the identity of the Person making such Alternative Proposal), (ii) any request for it information relating to comply with its fiduciary dutiesthe Company (including non-public information) or for access to the properties, books or records of the Company by any Person that has made an Alternative Proposal, or (iii) receipt of an amendment to a previously disclosed Alternative Proposal (including the terms of such amendment). The Company will keep Parent apprised of the status and details of such Alternative Proposal on a current basis.

No Solicitations. (ia) The Company will immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as defined below). Except as explicitly permitted hereunder, the Company shall not, nor and shall it permit any of its subsidiaries to, nor shall it not authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it representative, directly or any of its subsidiaries indirectly, to, (Ai) to solicit, initiate or encourageencourage (including by way of furnishing non-public information), or take any other action to facilitate (including by way of furnishing information)facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as hereinafter defined) (other than disclosures permitted under Section 5.1.3(v) and the issuance of press releases and the filing or furnishing of documents with the SEC, in each case as permitted under Section 9.13)that constitutes an Acquisition Proposal, or (Bii) to participate in any discussions or negotiations regarding any Takeover an Acquisition Proposal; provided, however, that (1) if the Company may in response to a Takeover Proposal, request clarifications from (but not, in reliance on this subsection (1), enter into negotiations with) any third party which makes such Takeover Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Takeover Proposal is a Favorable Third Party Proposal (as defined below) and (2) the Company may, in response to any proposal which constitutes a Favorable Third Party Proposal (as defined below), (A) furnish information with respect to it and its subsidiaries to any person pursuant to a customary confidentiality agreement, the benefits of the terms of which, if more favorable than the confidentiality agreement in place with Parent, shall be extended to Parent, and (B) negotiate or otherwise engage in substantive discussions with, the party making such proposal, if the Board or Directors of the Company determines in good faith by a majority votefaith, based on the advice of its outside legal after consultation with counsel, there is a reasonable basis to conclude that such action is required for it necessary to comply with its fiduciary dutiesduties to the Company's stockholders under applicable law, the Company, in response to an Acquisition Proposal and in compliance with Section 7.4(e), may (i) furnish non-public information with respect to the Company to the person who made such Acquisition Proposal pursuant to a confidentiality agreement on terms no more favorable to such person than the Confidentiality Agreement (as defined in Section 7.6); provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to the person who made such Acquisition Proposal than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may be, and (ii) may participate in negotiations regarding such Acquisition Proposal.

No Solicitations. (a) From and after the date hereof, PSNC (i) The Company shall not, nor shall it permit any of its subsidiaries the PSNC Subsidiaries to, nor shall it authorize or permit any of its officersRepresentatives to, directors directly or employees or any investment bankerindirectly, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries (A) to solicit, initiate or encourage, or take any other action to facilitate encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to its shareholders) which constitutes, constitutes or may reasonably be expected to lead to, any Takeover to an Acquisition Proposal (as hereinafter defineddefined herein) (other than disclosures permitted under Section 5.1.3(v) and the issuance of press releases and the filing or furnishing of documents with the SEC, in each case as permitted under Section 9.13), from any third party or (B) to participate engage in any discussions or negotiations regarding or furnish any Takeover confidential information or data to any person or group relating to any Acquisition Proposal and (ii) shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Acquisition Proposal; provided, however, that if, at any time prior to the date on which the PSNC Shareholders' Approval has been obtained (1the "Applicable Period"), the Board of Directors of PSNC (i) determines in good faith, based upon the Company may in response advice of outside counsel with respect to a Takeover such Board's fiduciary duties under applicable law with respect to the Acquisition Proposal, request clarifications from (but not, that it is necessary to do so in reliance on this subsection (1), enter into negotiations with) any third party which makes such Takeover Proposal if such action is taken solely for order to act in a manner consistent with its fiduciary duties to the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Takeover Proposal is a Favorable Third Party Proposal (as defined below) PSNC shareholders under applicable law and (2ii) concludes in good faith (after consultation with its financial advisors) that the Company person or group making such Acquisition Proposal will have adequate sources of financing to consummate such Acquisition Proposal and that such Acquisition Proposal, if consummated as proposed, would be more favorable to the PSNC shareholders than the Mergers, PSNC may, in response to any proposal an Acquisition Proposal which constitutes was not solicited by it or which did not otherwise result from a Favorable Third Party Proposal (as defined belowbreach of this Section 7.10(a), and subject to providing prior written notice of its decision to take such action to SCANA in compliance with Section 7.10(b), (Ai) furnish to such third party information with respect to it itself and its subsidiaries to any person business, properties and assets pursuant to a customary confidentiality agreementagreement on terms not in the aggregate materially more favorable to such third party than the terms contained in the Confidentiality Agreement and (ii) engage in discussions or negotiations regarding such Acquisition Proposal. As used herein, the benefits "Acquisition Proposal" shall mean any proposal or offer (other than by another party hereto) for a tender or exchange offer, merger, consolidation or other business combination involving PSNC or any of its material Subsidiaries or any proposal to acquire in any manner, directly or indirectly, 10% or more of the terms shares of which, if more favorable than the confidentiality agreement capital stock in place with Parent, shall be extended to Parent, and (B) negotiate or otherwise engage in substantive discussions with, the party making such proposal, if the Board or Directors a substantial portion of the Company determines in good faith by a majority vote, based on the advice assets of PSNC or any of its outside legal counsel, there is a reasonable basis to conclude that such action is required for it to comply with its fiduciary dutiesmaterial Subsidiaries.

No Solicitations. (i) The Company shall not, nor shall it permit any of its subsidiaries Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries Subsidiaries (A) to solicit, initiate or encourage, or take any other action to facilitate (including by way of furnishing information), any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as hereinafter defined) (other than disclosures permitted under Section 5.1.3(v) and the issuance of press releases and the filing or furnishing of documents with the SEC, in each case as permitted under Section 9.139.11), or (B) to participate in any discussions or negotiations regarding any Takeover Proposal; provided, however, that (1) the Company may in response to a Takeover Proposal, request clarifications from (but not, in reliance on this subsection (1), enter into negotiations with) any third party which makes such Takeover Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Takeover Proposal is a Favorable Third Party Proposal (as defined below) and (2) the Company may, in response to any proposal which constitutes a Favorable Third Party Proposal (as defined below), (A) furnish information with respect to it and its subsidiaries Subsidiaries to any person Person pursuant to a customary confidentiality evaluation agreement, the benefits of the terms of which, if more favorable than the confidentiality agreement in place with ParentEvaluation Agreement (as defined below), shall be extended to ParentAcquiror, and (B) negotiate or otherwise engage in substantive discussions with, the party making such proposal, if the Company Board or Directors of the Company determines in good faith by a majority vote, based on the advice of its outside legal counsel, there is a reasonable basis to conclude that such action is required for it to comply with its fiduciary duties.

No Solicitations. (a) From and after the date hereof, the Company (i) The Company shall not, nor shall it permit any of its subsidiaries Subsidiaries to, nor shall it authorize or permit any of its officersRepresentatives to, directors directly or employees or any investment bankerindirectly, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries (A) to solicit, initiate or encourage, or take any other action to facilitate encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any offer or proposal (including, without limitation, any offer or proposal to its shareholders) which constitutes, constitutes or may reasonably be expected to lead to, any Takeover to an Acquisition Proposal (as hereinafter defineddefined herein) (other than disclosures permitted under Section 5.1.3(v) and the issuance of press releases and the filing or furnishing of documents with the SEC, in each case as permitted under Section 9.13), from any third party or (B) to participate engage in any discussions or negotiations regarding or furnish any Takeover confidential information or data to any person or group relating to any Acquisition Proposal and (ii) shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Acquisition Proposal; provided, however, that (1) if, at any time prior to the date on which the Company may Shareholders' Approval has been obtained (the "Applicable Period"), the Board of Directors of the Company (A) determines in response good faith, based upon the written opinion of outside counsel that such Board's fiduciary duties under applicable law with respect to the Acquisition Proposal require it to do so in order to act in a Takeover manner consistent with its fiduciary duties to the Company shareholders under applicable law and (B) concludes in good faith based on the written advice of its financial advisors that the person or group making such Acquisition Proposal has adequate sources of financing to consummate such Acquisition Proposal and that such Acquisition Proposal, request clarifications from (but notif consummated as proposed, in reliance on this subsection (1), enter into negotiations with) any third party which makes such Takeover Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for materially more favorable to the Company to ascertain whether such Takeover Proposal is shareholders from a Favorable Third Party Proposal (as defined below) and (2) financial point of view than the Merger, the Company may, in response to any proposal an Acquisition Proposal which constitutes was not solicited by it or which did not otherwise result from a Favorable Third Party Proposal (as defined belowbreach of this Section 7.10(a), and subject to providing prior written notice of its decision to take such action to Parent in compliance with Section 7.10(b), (Ax) furnish to such third party information with respect to it itself and its subsidiaries to any person business, properties and assets pursuant to a customary confidentiality agreementagreement on terms not in the aggregate materially more favorable to such third party than the terms contained in the Confidentiality Agreement and (y) engage in discussions or negotiations regarding such Acquisition Proposal. As used herein, "Acquisition Proposal" shall mean any proposal or offer (other than by another party hereto) for a tender or exchange offer, merger, consolidation or other business combination involving the benefits Company or any of its material Subsidiaries or any proposal to acquire in any manner, directly or indirectly, 10% or more of the terms shares of which, if more favorable than capital stock in or a substantial portion of the confidentiality agreement in place with Parent, shall be extended to Parent, and (B) negotiate or otherwise engage in substantive discussions with, the party making such proposal, if the Board or Directors assets of the Company determines in good faith by a majority vote, based on the advice or any of its outside legal counsel, there is a reasonable basis to conclude that such action is required for it to comply with its fiduciary dutiesmaterial Subsidiaries.