Common use of No Solicitations Clause in Contracts

No Solicitations. Seller will not take, nor will it permit any Affiliate of Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business or permitting access to the Assets and Properties and Books and Records of Seller) any offer or inquiry from any Person concerning the direct or indirect acquisition of the Business by any Person other than Purchaser or its Affiliates. If Seller or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller will promptly advise such Person, by written notice, of the terms of this Section 4.4 and will promptly, orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser.

No Solicitations. Seller Sellers will not take, nor will it permit the Company or any Affiliate of Seller Sellers (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Sellers, the Company or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business Company or permitting access to the Assets and Properties and Books and Records of Sellerthe Company) any offer or inquiry from any Person concerning the direct or indirect acquisition of the Business by any Person other than Purchaser or its Affiliatesan Acquisition Proposal. If Seller Sellers, the Company or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller Sellers will promptly advise such Person, by written notice, of the terms of this Section 4.4 4.03 and will promptly, orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such written notice to Purchaser.

No Solicitations. From and after the date hereof, Seller will not take, nor will it permit any Affiliate affiliate of Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller or any such Affiliateaffiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business or permitting access to the Assets and Properties and Books and Records of Seller) any offer or inquiry from any Person concerning the direct or indirect acquisition a transfer of the Business by any Person Shares or the Other Securities (other than Purchaser or its Affiliatesthe sale pursuant to this Agreement). If Seller or any such Affiliate affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller will promptly advise such Person, by written notice, of the terms of this Section 4.4 and will promptly, orally and in writing, advise Purchaser Purchasers and the Company of such offer, inquiry or request and deliver a copy of such notice to PurchaserPurchasers and the Company.

No Solicitations. Seller Sellers will not take, nor will it they permit either of the Companies or any Affiliate of either Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Sellers, the Companies or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business either Company or permitting access to the Assets and Properties and Books and Records of Sellersuch Company) any offer or inquiry from any Person concerning the direct or indirect acquisition an Acquisition Proposal. If any of the Business by any Person other than Purchaser Sellers, the Companies or its Affiliates. If Seller or any such Affiliate Affiliates (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller the Sellers will promptly advise such Person, by written notice, of the terms of this Section 4.4 4.04 and will promptly, orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser.

No Solicitations. Seller Sellers will not take, nor will it permit the Company, the Subsidiaries or any Affiliate of any Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Sellers, the Company, the Subsidiaries or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business Company or any Subsidiary or permitting access to the Assets and Properties and Books and Records of Sellerthe Company or any Subsidiary) any offer or inquiry from any Person concerning the direct or indirect acquisition of the Business by any Person other than Purchaser or its Affiliatesan Acquisition Proposal. If Seller Seller, the Company, any Subsidiary or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller will promptly advise such Person, by written notice, of the terms of this Section 4.4 4.04 and will promptly, orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser.

No Solicitations. Seller Sellers will not take, nor will it permit the Company or any Affiliate of Seller Sellers (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Sellers, the Company or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business Company or permitting access to the Assets and Properties and Books and Records of Sellerthe Company) any offer or inquiry from any Person concerning the direct or indirect acquisition of the Business by any Person other than Purchaser or its Affiliatesan Acquisition Proposal. If Seller Sellers, the Company or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller Sellers will promptly advise such Person, by written notice, of the terms of this Section 4.4 SECTION 4.03 and will promptly, orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser.

No Solicitations. Seller Sellers will not take, nor will it they permit any Affiliate of either Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Sellers or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business or permitting access to the Assets and Properties and Books and Records of SellerSellers) any offer or inquiry from any Person concerning the direct or indirect acquisition of the Business by any Person other than Purchaser or its Affiliates. If Seller Sellers or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller Sellers will promptly advise such Person, by written notice, of the terms of this Section 4.4 4.03 and will promptly, orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser.

No Solicitations. Seller Sellers will not take, nor will it permit the Company, the Subsidiaries or any Affiliate of any Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller any Seller, the Company, the Subsidiaries or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business Company or any Subsidiary or permitting access to the Assets and Properties and Books and Records of Sellerthe Company or any Subsidiary) any offer or inquiry from any Person concerning the direct or indirect acquisition of the Business by any Person other than Purchaser or its Affiliatesan Acquisition Proposal. If Seller any Seller, the Company, any Subsidiary or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller Sellers will promptly advise such Person, by written notice, of the terms of this Section 4.4 4.04 and will promptly, orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser.

No Solicitations. Seller will not take, nor will it permit the ---------------- Company or any Affiliate of Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Seller, the Company, or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business Company or permitting access to the Assets and Properties and Books and Records of Sellerthe Company) any offer or inquiry from any Person concerning the direct or indirect acquisition of the Business by any Person other than Purchaser or its Affiliatesan Acquisition Proposal. If Seller Seller, the Company, or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller will promptly advise such Person, by written notice, of the terms of this Section 4.4 4.03 and will ------------ promptly, orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser.

No Solicitations. Seller (a) No Shareholder will not take, nor will it permit the Company, any Affiliate of Seller its subsidiaries or any affiliate of a Shareholder (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person person retained by or acting for or on behalf of Seller a Shareholder, the Company, any subsidiary or any such Affiliateaffiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business Company or any subsidiary or permitting access to the Assets assets and Properties properties and Books books and Records records of Sellerthe Company or any subsidiary) any offer or inquiry from any Person person concerning the direct or indirect acquisition of the Business by any Person other than Purchaser or its Affiliatesan Acquisition Proposal (as hereinafter defined). If Seller any Shareholder, the Company, any subsidiary or any such Affiliate affiliate (or any such Person person acting for or on their behalf) receives from any Person person any offer, inquiry or informational request referred to above, Seller the Shareholders will promptly advise such Personperson, by written notice, of the terms of this Section 4.4 5.12 and will promptly, orally and in writing, advise Purchaser Parent and Merger Sub of such offer, inquiry or request and deliver a copy of such notice to PurchaserParent and Merger Sub.

No Solicitations. Seller will not take, nor will it permit the Company, the Subsidiaries or any Affiliate of Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Seller, the Company, the Subsidiaries or any such Affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Business Company or any Subsidiary or permitting access to the Assets and Properties and Books and Records of Sellerthe Company or any Subsidiary) any offer or inquiry from any Person concerning the direct or indirect acquisition of the Business by any Person other than Purchaser or its Affiliatesan Acquisition Proposal. If Seller Seller, the Company, any Subsidiary or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller will promptly advise such Person, by written notice, of the terms of this Section 4.4 4.04 and will promptly, orally and in writing, advise Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchaser.