Common use of No Solicitations Clause in Contracts

No Solicitations. Prior to the Closing date or until the termination of this Agreement, no director, employee or agent of the Company, without the prior approval of the Representative, shall (directly or indirectly), (i) solicit or initiate inquiries or proposals with respect to, or (ii) provided that there is no breach of the terms of Section 7.06(i) and except to the extent determined by the Board of Directors of the Company in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties to the Company or any of its Subsidiaries and its shareholders, furnish any information relating to, or participate in any negotiations or discussions concerning, any Acquisition Transaction (as defined in Section 9.01[f]) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, or any other business combination with it, other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliates; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director of the Company from taking any action that the Board of Directors of the Company, determines, in good faith after consultation with and receipt of a written opinion of counsel, is required by law or is required to discharge his fiduciary duties to the Company and its shareholders.

No Solicitations. Prior to From and after the Closing date hereof, each party hereto shall not, and shall cause its subsidiaries not to, and shall not authorize or until the termination permit any of this Agreementits Representatives to, no director, employee or agent of the Company, without the prior approval of the Representative, shall (directly or indirectly, initiate, solicit or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any offer or proposal which constitutes or is reasonably likely to lead to, any Business Combination (as defined below), or, in the event of an unsolicited Business Combination proposal, engage in negotiations or provide any information or data to any person relating to any Business Combination; provided, however, that notwithstanding any other provision hereof Sierra Pacific or Nevada Power may, at any time prior to the time at which the Sierra Pacific Stockholders' Approval, in the case of Sierra Pacific, or the Nevada Power Stockholders' Approval, in the case of Nevada Power, has been obtained, (i) solicit engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the party or its Representatives after the date hereof) seeks to initiate inquiries such discussions or proposals with respect tonegotiations, or (ii) provided that there is no breach of the terms of Section 7.06(i) furnish such third party information concerning itself and except its business, properties and assets and accept a Business Combination proposal from such third party if, and only to the extent determined by that, (A)(x) such third party shall first have made an unsolicited Business Combination proposal to Sierra Pacific or Nevada Power, as the case may be, that the Sierra Pacific Board of Directors or the Nevada Power Board of Directors, as the case may be, reasonably believes in good faith, after consultation with its financial advisors, may be more favorable to the stockholders of such party than the Mergers and (y) the Board of Directors of Sierra Pacific or Nevada Power, as the Company case may be, shall have determined in good faith, after consultation with its financial advisors and its legal outside counsel, that failing to take such action could reasonably be expected to be required to discharge properly the directors’ a breach of its fiduciary duties under applicable law and (B) prior to furnishing such information to, entering into negotiations with or accepting the Business Combination proposal from, such third party, Sierra Pacific or Nevada Power, as the case may be, (x) provides prompt notice to Sierra Pacific or Nevada Power, as the case may be, to the Company effect that it is furnishing information to or entering into discussions or negotiations with such third party and (y) receives from such third party an executed confidentiality agreement in reasonably customary form on terms not materially more favorable to such third party than the terms contained in the Confidentiality Agreement, and, prior to accepting the Business Combination proposal from such third party, terminates this Agreement pursuant to Section 9.1(e) or by Section 9.1(f), as applicable and (ii) comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Each party hereto shall notify the other party orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep the other party informed of the status and details of any such inquiry, offer or proposal, and shall give the other party five day's advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any parties conducted heretofore with respect to any Business Combination. As used in this Section 7.12, "Business Combination" shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving any party to this Agreement or any of its Subsidiaries and its shareholders, furnish any information relating tosubsidiaries, or participate any proposal or offer (in each case, whether or not in writing and whether or not delivered to the stockholders of a party generally) to acquire in any negotiations manner, directly or discussions concerningindirectly, any Acquisition Transaction (as defined a substantial equity interest in Section 9.01[f]) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to the shareholders of the Company, or make a recommendation assets of any other Acquisition Transaction, party to this Agreement or any other business combination with itof its subsidiaries, other than as pursuant to the transactions contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations spinoff or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliates; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director of the Company from taking any action that the Board of Directors of the Company, determines, in good faith after consultation with and receipt of a written opinion of counsel, is required by law or is required to discharge his fiduciary duties to the Company and its shareholderssimilar transaction.

No Solicitations. Prior (a) The Company represents and warrants that it has terminated, and has caused its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other advisors or representatives to terminate, any activities, discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the Closing date or of this Agreement pursuant to the terms of any confidentiality agreements. From the date hereof until the termination hereof and except as permitted by the following provisions of this AgreementSection 7.1, no directorthe Company shall not, employee and shall not authorize or agent permit any of the Companyits officers, without the prior approval of the Representativedirectors or employees or any investment banker, shall (financial advisor, attorney, accountant or other advisor or Representative retained by it to, directly or indirectly), (i) solicit solicit, initiate or initiate encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or proposals with respect the making of any proposal that constitutes an Acquisition Proposal or any inquiries or making of any proposal that constitutes, or may 37 44 reasonably be expected to lead to, an Acquisition Proposal, or (ii) provided that there is no breach of the terms of Section 7.06(i) and except to the extent determined by the Board of Directors of the Company in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties to the Company or any of its Subsidiaries and its shareholders, furnish any information relating to, or participate in any activities, discussions or negotiations or discussions concerning, any regarding an Acquisition Transaction (as defined in Section 9.01[f]) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, or any other business combination with it, other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliatesProposal; provided, however, that nothing contained herein shall be deemed subject to prohibit any officer or director of compliance by the Company from taking with the provisions of Section 7.1(b), the Company Board may furnish information to, or enter into discussions or negotiations with, any action person that makes an unsolicited written Acquisition Proposal if, and only to the Board of Directors of extent that (A) the CompanyCompany Board, determinesafter consultation with its outside legal counsel, determines in good faith after consultation that such action is necessary for the Company Board to comply with and receipt of a written opinion of counsel, is required by law or is required to discharge his its fiduciary duties to the Company's stockholders under applicable law, (B) such Acquisition Proposal is not subject to any financing contingencies or is, in the good faith judgment of the Company Board after consultation with a nationally recognized financial advisor, reasonably capable of being financed, and its shareholdersis at least as likely to be consummated as is the Merger, (C) the Company Board determines in good faith that such Acquisition Proposal, based upon such matters as it deems relevant (including consultation with a nationally recognized financial advisor) would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal being referred to herein as a "Superior Proposal"), (D) the Company receives from such person an executed confidentiality agreement in reasonably customary form and (E) at least three (3) business days prior to taking such action, the Company shall provide written notice to Parent to the effect that it is taking such action.

No Solicitations. Prior Subject to the Closing date or until the termination fourth sentence of this AgreementSection 7.11, no directorneither party hereto shall, employee nor shall each such party permit its subsidiaries or agent any of the Companyits Representatives to, without the prior approval of the Representative, shall (a) directly or indirectly, initiate, solicit or encourage, or take any action to facilitate the making of any offer or proposal that constitutes or is reasonably likely to lead to any Takeover Proposal (as defined below), or (b) directly or indirectly, engage in negotiations or provide any confidential information or data to any person relating to any Takeover Proposal. Each party shall notify the other orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it) within 24 hours of the receipt thereof and shall give the other five (5) days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any other persons conducted heretofore with respect to any Takeover Proposal. Notwithstanding anything in this Section 7.11 to the contrary, in response to an unsolicited Takeover Proposal for the acquisition, directly or indirectly, of 50% or more of the combined voting power of the shares of NCE Common Stock or NSP Common Stock, as the case may be, or all or substantially all of the assets of such party and its subsidiaries, taken as a whole, and which did not result from a breach of this Section 7.11, unless the NSP Shareholders' Approval and the NCE Shareholders' Approval have both been obtained, NSP or NCE may (i) solicit participate in discussions or initiate inquiries or proposals with respect tonegotiations regarding the Takeover Proposal, or and (ii) provided that there is no breach furnish information to, and afford access to the properties, books and records of such party and its subsidiaries to the terms of Section 7.06(i) and except person making the Takeover Proposal with respect to such party by such person, if but only to the extent determined by that (A) the Board of Directors of the Company such party has reasonably concluded in good faith, faith (after consultation with its financial advisors advisors) that the person or group making the Takeover Proposal will have adequate sources of financing to consummate the Takeover Proposal and its legal counselthat the Takeover Proposal is more favorable to such party's shareholders than the Merger, to be required to discharge properly the directors’ fiduciary duties to the Company or any of its Subsidiaries and its shareholders, furnish any information relating to, or participate in any negotiations or discussions concerning, any Acquisition Transaction (as defined in Section 9.01[f]B) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, or any other business combination with it, other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliates; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director of the Company from taking any action that the Board of Directors of the Company, determines, such party shall have determined in good faith after consultation faith, based on advice of outside counsel with respect to such Board's fiduciary duties under applicable law with respect to the proposed Takeover Proposal and receipt of such other matters as such Board deems relevant, that it is necessary to do so in order to act in a written opinion of counsel, is required by law or is required to discharge his manner consistent with its fiduciary duties to its shareholders, and (C) such party has entered into a confidentiality agreement with the Company person or group making the Takeover Proposal containing terms and conditions no less favorable to such party than the Confidentiality Agreement, it being understood that nothing herein to the contrary shall restrict the Board of Directors of NSP or the Board of Directors of NCE, as the case may be, from exercising its authority under any such confidentiality agreement as it may deem appropriate. As used in this Section 7.11, "Takeover Proposal" shall mean with respect to NCE or NSP means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or the assets of NCE and its shareholderssubsidiaries, taken as a whole, or NSP and it subsidiaries, taken as a whole, as applicable, or 15% or more of any class of equity securities of NCE or any of its Significant Subsidiaries or NSP or any of its Significant Subsidiaries, as applicable, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving NCE or any of its Significant Subsidiaries or NSP or any of its Significant Subsidiaries, as applicable, other than the transactions contemplated by this Agreement.

No Solicitations. Prior to the Closing date (a) The Company represents and warrants that it has terminated any discussions or until the termination of this Agreement, no director, employee or agent of the Company, without the prior approval of the Representative, shall (directly or indirectly), (i) solicit or initiate inquiries or proposals with respect to, or (ii) provided that there is no breach of the terms of Section 7.06(i) and except to the extent determined by the Board of Directors of the Company in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties to the Company or any of its Subsidiaries and its shareholders, furnish any information negotiations relating to, or that could reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined). Except as explicitly permitted hereunder, the Company shall not, and shall 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, directly or indirectly, to (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding an Acquisition Proposal or discussions concerning(iii) enter into any agreements, definitive or otherwise, regarding an Acquisition Proposal; provided, however, that, at any Acquisition Transaction (as defined in Section 9.01[f]) or any other acquisition or purchase time prior to the approval of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to this Agreement by the shareholders of the Company, if the Company receives an Acquisition Proposal that was unsolicited or make that did not otherwise result from a recommendation breach of any other this Section 7.5(a), the Company may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Transaction, or any other business combination with it, other than as contemplated by this Agreement Proposal and may participate in discussions and negotiations regarding such Acquisition Proposal if the Company Board determines (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any A) based on the advice of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliates; provided, howeverlegal counsel, that nothing contained herein shall the failure to do so would be deemed to prohibit any officer or director of the Company from taking any action that the Board of Directors of the Company, determines, in good faith after consultation inconsistent with and receipt of a written opinion of counsel, is required by law or is required to discharge his its fiduciary duties to the Company Company's shareholders under applicable law, and its shareholders(B) that such Acquisition Proposal is reasonably likely to lead to a Superior Acquisition Proposal (as defined below).

No Solicitations. Prior (a) From and after the date hereof, Seller shall not, and shall direct and use commercially reasonable efforts to cause the Closing date Subsidiaries, Conning, the Conning Subsidiaries, RGA and the RGA Subsidiaries, and each of their respective officers, directors, employees, agents, advisors or until the termination of this Agreementother representatives (each, no directora "Representative") not to, employee or agent of the Company, without the prior approval of the Representative, shall (directly or indirectly), (i) solicit solicit, initiate or initiate inquiries knowingly encourage the submission of any Proposal (as defined below), (ii) participate in any discussions or proposals 41 42 negotiations regarding, or furnish to any Person any non-public information with respect to, any Proposal or (ii) provided that there is no breach of the terms of Section 7.06(i) and except to the extent determined by the Board of Directors of the Company in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties to the Company or any of its Subsidiaries and its shareholders, furnish any information relating to, or participate in any negotiations or discussions concerning, any Acquisition Alternative Transaction (as defined in Section 9.01[f]) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, or any other business combination with itbelow), other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliatesBuyer; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director the extent required by the fiduciary obligations of the Company from taking any action that the Seller's Board of Directors, as determined in good faith by Seller's Board of Directors following consultation with outside counsel, or at the direction of the Department or the Reorganization Proceeding, if Seller receives an unsolicited proposal with respect to a Control Transaction (as defined below), Seller may participate in such discussions or negotiations or furnish (pursuant to a confidentiality agreement in customary form) such information in response to such Proposal or, subject to Section 11.3, authorize, engage in or enter into any agreement with respect to such Control Transaction. Seller will advise Buyer of, and communicate to Buyer the terms of, any Proposal that Seller, the Company, determinesany of the Subsidiaries or any of their respective Representatives, in good faith after consultation with and receipt or, if known by the Company, RGA, any of a written opinion the RGA Subsidiaries, Conning or any of counselthe Conning Subsidiaries, is required may receive unless the terms of such Proposal prohibit such disclosure, or otherwise directed by law or is required to discharge his fiduciary duties to the Company and its shareholdersDirector.

No Solicitations. Prior to (a) From and after the Closing date or hereof until the termination of this Agreement, no directorthe Company shall not, employee or agent of the Company, without the prior approval of the Representative, and shall (directly or indirectly), (i) solicit or initiate inquiries or proposals with respect to, or (ii) provided that there is no breach of the terms of Section 7.06(i) and except to the extent determined by the Board of Directors cause each of the Company in good faith, after consultation with its financial advisors Subsidiaries and its legal counseland their respective officers, to be required to discharge properly the directors’ fiduciary duties to , employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries and its shareholders, furnish any information relating the Company Subsidiaries) not to, directly or participate in any negotiations indirectly, invite, initiate, solicit or discussions concerningknowingly encourage (including by way of furnishing non-public information or assistance), any inquiries or the making of any proposal that constitutes any Acquisition Transaction Proposal (as defined below), or enter into or maintain or continue discussions or negotiations with any person or entity in Section 9.01[f]) furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any other acquisition Acquisition Proposal, or purchase of all authorize or a substantial portion permit any of its assets, or of a substantial equity interest in it or withdraw its recommendation to the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, or any other business combination with it, other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its respective officers, directors, agents and affiliates to refrain from doing directors or employees or any of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, any such information is requested from it, Company Subsidiaries or any such negotiations investment banker, financial advisor, attorney, accountant or discussions are sought to be initiated with other representative retained by it or any of its officers, directors, agents and affiliatesthe Company Subsidiaries to take any such action; provided, however, that nothing contained herein in this Section 6.04 shall be deemed prohibit the Board, or any of the Company's financial advisors or attorneys, officers, directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to prohibit any officer an Acquisition Proposal or director (ii) (A) providing information in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal if prior to providing such information the Board informs such person in writing of the existence and the material terms of the Company Stockholders Agreement and receives from taking such person an executed confidentiality agreement on terms substantially equivalent to those contained in the Confidentiality Agreement (as defined in Section 7.01); (B) engaging in any action that negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the Board of Directors stockholders of the Company, determinesif and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board determines in good faith after consultation with and receipt of a written opinion of counsel, is required by law or is required to discharge his fiduciary duties to independent legal counsel (who may be the Company and its shareholders.Company's regularly engaged legal

No Solicitations. Prior (a) From and after the date hereof, Seller shall not, and shall direct and use commercially reasonable efforts to cause the Closing date Subsidiaries, Conning, the Conning Subsidiaries, RGA and the RGA Subsidiaries, and each of their respective officers, directors, employees, agents, advisors or until the termination of this Agreementother representatives (each, no directora "Representative") not to, employee or agent of the Company, without the prior approval of the Representative, shall (directly or indirectly), (i) solicit solicit, initiate or initiate inquiries knowingly encourage the submission of any Proposal (as defined below), (ii) participate in any discussions or proposals negotiations regarding, or furnish to any Person any non-public information with respect to, any Proposal or (ii) provided that there is no breach of the terms of Section 7.06(i) and except to the extent determined by the Board of Directors of the Company in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties to the Company or any of its Subsidiaries and its shareholders, furnish any information relating to, or participate in any negotiations or discussions concerning, any Acquisition Alternative Transaction (as defined in Section 9.01[f]) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, or any other business combination with itbelow), other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliatesBuyer; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director the extent required by the fiduciary obligations of the Company from taking any action that the Seller's Board of Directors, as determined in good faith by Seller's Board of Directors following consultation with outside counsel, or at the direction of the Department or the Reorganization Proceeding, if Seller receives an unsolicited proposal with respect to a Control Transaction (as defined below), Seller may participate in such discussions or negotiations or furnish (pursuant to a confidentiality agreement in customary form) such information in response to such Proposal or, subject to Section 11.3, authorize, engage in or enter into any agreement with respect to such Control Transaction. Seller will advise Buyer of, and communicate to Buyer the terms of, any Proposal that Seller, the Company, determinesany of the Subsidiaries or any of their respective Representatives, in good faith after consultation with and receipt or, if known by the Company, RGA, any of a written opinion the RGA Subsidiaries, Conning or any of counselthe Conning Subsidiaries, is required may receive unless the terms of such Proposal prohibit such disclosure, or otherwise directed by law or is required to discharge his fiduciary duties to the Company and its shareholdersDirector.

No Solicitations. Prior to From and after the Closing date or until the termination of this Agreementhereof, no director, employee or agent of the CompanySeller, without the prior approval written consent of the RepresentativeBuyer, shall (directly or indirectly)will not, (i) solicit or initiate inquiries or proposals with respect to, or (ii) provided that there is no breach and will not authorize any of the terms of Section 7.06(i) and except to the extent determined by the Board of Directors of the Company in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties to the Company or any of its Subsidiaries and its shareholdersSubsidiaries' officers, furnish any information relating to, or participate in any negotiations or discussions concerning, any Acquisition Transaction (as defined in Section 9.01[f]) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, or any other business combination with it, other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreement). The Company shall instruct its officersemployees, directors, agents and affiliates stockholders or other representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to refrain from doing facilitate knowingly any of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, the making of any such information is requested proposal that constitutes or could be reasonably expected to lead to an Alternative Proposal from itany Person, or engage in any such discussions or negotiations relating thereto or discussions are sought to be initiated with it accept any Alternative Proposal or make or authorize any statement, recommendation or solicitation in support of its officers, directors, agents and affiliatesany Alternative Proposal; provided, however, that nothing contained herein notwithstanding any other provision hereof, Seller may (a) at any time prior to the time Xxxxxx'x xxxckholders shall be deemed have voted to prohibit approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any officer solicitation, initiation, encouragement, discussion or director negotiation, directly or indirectly, by or with Seller or any of its Subsidiaries or any officer, employee, director, stockholder or other representative of Seller or any of its Subsidiaries after the Company from taking any action date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Entertainment Companies if, and only to the extent that, (i) (x) such third party has first made, after the date hereof, an Alternative Proposal in writing the terms of which reflect a superior transaction than the transactions contemplated by this Agreement and has demonstrated that the funds necessary for the Alternative Proposal are reasonably likely to be available (as determined in good faith in each case by Seller's Board of Directors of the Company, determines, in good faith after consultation with and receipt of a written opinion of counsel, is required by law or is required to discharge his fiduciary duties to the Company and its shareholders.its

No Solicitations. Prior to the Closing date Effective Time, the Company agrees (a) that neither it nor any of its Subsidiaries or until the termination of this Agreementother affiliates shall, no directorand it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not to, employee initiate, solicit or agent of the Companyencourage, without the prior approval of the Representative, shall (directly or indirectly), (i) solicit or initiate any inquiries or proposals the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect toto a merger, consolidation or (ii) provided that there is no breach of the terms of Section 7.06(i) and except to the extent determined by the Board of Directors of the Company in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties to other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its shareholdersSubsidiaries taken as a whole, furnish (ii) 10% or more of the outstanding shares of Company Common Stock or (iii) 10% of the outstanding shares of the capital stock of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information relating or data to, or participate in have any negotiations or discussions concerningwith, any Acquisition Transaction person or group relating to an Alternative Proposal (as defined in Section 9.01[f]) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to excluding the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, or any other business combination with it, other than as transactions contemplated by this Agreement Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and in no event will cause to be terminated any such information be supplied except pursuant existing activities, discussions or negotiations with any parties with respect to a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any of the aboveforegoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify the Representative Parent immediately if any such inquiries inquiries, proposals or proposals offers are received by itby, any such information is requested from itfrom, or any such negotiations or discussions are sought to be initiated with or continued with, it or any of its officers, directors, agents and affiliatessuch persons or groups; provided, however, that nothing contained herein in this Section 5.02 shall be deemed to prohibit any officer or director the Board of Directors of the Company from taking (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations with any action person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that prior to receipt of the Company Shareholder Approval, (A) the Board of Directors of the Company, determinesbased on advice from outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that (1) if such Alternative Proposal contains cash consideration, the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and receipt of (2) such Acquisition Proposal could reasonably lead to a written opinion of counsel, transaction that is required by law or is required to discharge his fiduciary duties more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and its shareholders(D) the Company keeps Parent reasonably informed of the status of any such discussions or negotiations; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.02 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreement.

No Solicitations. Prior to Until the earlier of the Closing date or until and the termination of this Agreement, no directorthe Founders will not, employee and will not permit the officers or agent directors of the CompanyIssuer or any Subsidiary or any of their respective Affiliates, without the prior approval of the Representative, shall (directly agents or indirectly)representatives to, (i) solicit solicit, initiate, encourage, conduct or initiate inquiries engage in any discussion or proposals enter into any agreement or understanding, with respect toany other Person regarding the transfer, directly or indirectly, of any of the capital stock of the Issuer or any Subsidiary or any material portion of the Issuer's or any Subsidiary's assets or (ii) provided that there is no breach of the terms of Section 7.06(i) and except disclose any nonpublic information relating to the extent determined by the Board of Directors of the Company in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties Issuer or any Subsidiary or afford access to the Company properties, books or any of its Subsidiaries and its shareholdersrecords of, furnish any information or relating to, the Issuer or participate any Subsidiary, to any other Person or entity that the Issuer or any Founder believes to be considering acquiring an interest in the Issuer or any negotiations Subsidiary. If the Issuer or discussions concerningany Founder becomes aware of any inquiry or request by another Person with respect to any such transfer or disclosure, the Issuer or the Founder, as the case may be, shall promptly notify the DLJ Buyers of such inquiry, indicate the identity of the offeror and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter keep the DLJ Buyers informed, on a current basis, of the status and terms of any such proposals or offers. The Issuer and the Founders shall not (and shall not permit any Subsidiary to) release any third party from, or waive any provision of, any Acquisition Transaction (as defined in Section 9.01[f]) confidentiality or standstill agreement relating to the Issuer or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation Subsidiary to which the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, Issuer or any other business combination with it, other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to Subsidiary is a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above, and will notify the Representative immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliates; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director of the Company from taking any action that the Board of Directors of the Company, determines, in good faith after consultation with and receipt of a written opinion of counsel, is required by law or is required to discharge his fiduciary duties to the Company and its shareholdersparty.

No Solicitations. Prior to From the Closing date or of this Agreement until the Effective Time or, if earlier, the termination of this AgreementAgreement in accordance with its terms, no directorthe Company agrees (a) that neither it nor any of its Subsidiaries shall, employee and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not to, knowingly initiate, solicit or agent of the Companyencourage, without the prior approval of the Representative, shall (directly or indirectly), (i) solicit or initiate any inquiries or proposals the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect toto a merger, consolidation or (ii) provided that there is no breach of the terms of Section 7.06(i) and except to the extent determined by the Board of Directors of the Company in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ fiduciary duties to other business combination including the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its shareholdersSubsidiaries taken as a whole, furnish (ii) 10% or more of the outstanding Company Common Shares or (iii) 10% of the outstanding capital shares of any Subsidiary of the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information relating or data to, or participate in have any negotiations or discussions concerningwith, any Acquisition Transaction person or group relating to an Alternative Proposal (as defined in Section 9.01[f]) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to excluding the shareholders of the Company, or make a recommendation of any other Acquisition Transaction, or any other business combination with it, other than as transactions contemplated by this Agreement Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and in no event will cause to be terminated any such information be supplied except pursuant existing activities, discussions or negotiations with any parties with respect to a confidentiality agreement). The Company shall instruct its officers, directors, agents and affiliates to refrain from doing any of the aboveforegoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify the Representative Parent immediately if any such inquiries inquiries, proposals or proposals offers are received by itby, any such confidential information is requested from itfrom, or any such negotiations or discussions are sought to be initiated with or continued with, it or any of its officerssuch persons. Notwithstanding the foregoing, directors, agents and affiliates; provided, however, that nothing contained herein in this Section 5.02 shall be deemed to prohibit any officer or director the Board of Directors of the Company from taking (i) 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 (as defined in Section 6.01)) or entering into discussions or negotiations with, any action person or group that makes an unsolicited written Alternative Proposal, if, and only to the extent that, prior to receipt of the Company Shareholders' Approval, (A) the Board of Directors of the Company, determinesafter consultation and based on advice of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (B) the Board of Directors has reasonably concluded in good faith, after consultation with its financial advisor, that such Alternative Proposal is or is reasonably likely to be more favorable to the Company's shareholders than the Merger, (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, the Company provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and receipt (D) the Company keeps Parent informed of the status and substance of any such discussions or negotiations; and (ii) to the extent required, disclosing to the Company's shareholders a written opinion of counsel, is position with respect to a tender or exchange offer by a third party pursuant to applicable rules under the Exchange Act with regard to an Alternative Proposal or from making any similar disclosure to the extent required by law or is required to discharge his fiduciary duties to applicable law. Nothing in this Section 5.02 shall (x) permit the Company and its shareholdersto terminate this Agreement (except as specifically provided in Article VIII), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of the Company under this Agreement.

No Solicitations. Prior to the Closing date Effective Time or until the termination of this Agreement, no director, employee or agent member of the CompanyCitizens' consolidated group shall, without the prior approval of the RepresentativeWhitney, shall (directly or indirectly), (i) solicit or initiate inquiries or proposals with respect to, or (ii) provided that there is no breach of the terms of Section 7.06(i) and or, except to the extent determined by the Board of Directors of the Company Citizens in good faith, after consultation with its financial advisors and its legal counsel, to be required to discharge properly the directors’ ' fiduciary duties to the Company or any of its Subsidiaries Citizens' consolidated group and its shareholders, furnish any information relating to, or participate in any negotiations or discussions concerning, any Acquisition Transaction (as defined in Section 9.01[f]7.01) or any other acquisition or purchase of all or a substantial portion of its assets, or of a substantial equity interest in it or withdraw its recommendation to the shareholders of Citizens of the Company, Mergers or make a recommendation of any other Acquisition Transaction, or any other business combination with it, other than as contemplated by this Agreement (and in no event will any such information be supplied except pursuant to a confidentiality agreementagreement in form and substance as to confidentiality substantially the same as the confidentiality agreement between Citizens and Whitney). The Company ; and each such member shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above, and will notify the Representative Whitney immediately if any such inquiries or proposals are received by it, any such information is requested from it, or any such negotiations or discussions are sought to be initiated with it or any of its officers, directors, agents and affiliates; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director of Citizens or the Company Bank from taking any action that the Board of Directors of Citizens or the CompanyBank, as the case may be, determines, in good faith after consultation with and receipt of a written an opinion of counsel, is required by law or is required to discharge his fiduciary duties to the Company Citizens' consolidated group and its shareholders.