Common use of General Prohibitions Clause in Contracts

General Prohibitions. Except as permitted by Section 6.02(b), the Company and its Subsidiaries shall not, and the Company shall use its reasonable best efforts to cause its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Third Party in connection with the foregoing, (iii) withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, publicly endorse or recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement). Any breach of this Section 6.02 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives shall be deemed a breach by the Company.

General Prohibitions. Except as permitted by Section 6.02(b), Neither the Company and nor any of its Subsidiaries shall, nor shall not, and the Company shall use or any of its reasonable best efforts to cause Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, or otherwise cooperate in any way with any Third Party in connection with that has made, or, to the foregoingCompany’s knowledge, is considering making, an Acquisition Proposal, (iii) withholdfail to make, withdraw, amend, qualify withdraw or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, Parent the Company Board Recommendation (or publicly approveor, publicly endorse or recommend subject to the last paragraph of Section 6.03(b), fail to reject an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or ), (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or (other than an Acceptable Confidentiality Agreement). Any breach of this Section 6.02 by v) fail to take all action necessary to enforce, or waive or amend, any confidentiality, standstill or similar agreement to which the Company’s officers or directors Company or any of the Company’s its Subsidiaries is a party or its Subsidiaries’ Representatives shall be deemed a breach by the Companyotherwise bound.

General Prohibitions. Except as permitted by Section 6.02(b), Neither the Company and (or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall the Company or any of its Subsidiaries shall not, and the Company shall use its reasonable best efforts to cause authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate initiate, induce, explore or knowingly take any action to knowingly facilitate or knowingly encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, assist or facilitate any Third Party in connection with the foregoingthat is seeking to make, or has made, an Acquisition Proposal, (iii) withholdfail to make, withdraw, amend, qualify withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, ) the Company Board Recommendation (or publicly approve, publicly endorse recommend, or recommend declare advisable an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement). Any breach of this Section 6.02 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives shall be deemed a breach by the Company.

General Prohibitions. Except as permitted by Section 6.02(b), Neither the Company and nor any of its Subsidiaries shall, nor shall not, and the Company shall use or any of its reasonable best efforts to cause Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Third Party in connection with the foregoingthat is seeking to make, or has made, an Acquisition Proposal, (iii) withholdfail to make, withdraw, amend, qualify withdraw or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, Parent the Company Board Recommendation (or publicly approve, publicly endorse or recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) execute or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or (other than v) publicly announce an Acceptable Confidentiality Agreement). Any breach of this Section 6.02 by the Company’s officers or directors or intention to do any of the Company’s or its Subsidiaries’ Representatives shall be deemed a breach by the Companyforegoing.

General Prohibitions. Except as permitted by Subject to Section 6.02(b6.3(b), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to ARTICLE 10 and the Effective Time, the Company and its Subsidiaries shall not, and the Company shall use its reasonable best efforts to cause its or Subsidiaries and its and their respective directors, officers, directors, employees, investment bankers, attorneys, accountantsaccountants and other advisors or representatives (collectively, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage encourage, directly or indirectly, the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Third Party in connection with the foregoingfurtherance of any expression of interest, proposal or offer that constitutes or could reasonably be expected to result in an Acquisition Proposal, (iii) withhold, withdraw, amend, qualify or modify in a manner adverse fail to Parentmake, or publicly propose to withhold, withdraw, amend, qualify withdraw or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, publicly endorse or recommend an Acquisition Proposal, or any proposal that would reasonably be expected to lead to an Acquisition Proposal, or make any public statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) amend, modify or grant any waiver or release under, or fail to enforce, any standstill or similar agreement of the Company or any of its Subsidiaries or (ivv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted hereunder) (any such agreement, an “Alternative Acquisition Agreement”). Any breach of this Section 6.02 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives shall be deemed a breach by the Company.

General Prohibitions. Except as permitted by Section 6.02(b), Neither the Company and nor any of its Subsidiaries shall, nor shall not, and the Company shall use or any of its reasonable best efforts to cause Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party in connection with the foregoingthat is seeking to make, or has made, an Acquisition Proposal, (iii) withholdfail to make, withdraw, amend, qualify withdraw or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, Parent the Company Board Recommendation (or publicly approve, publicly endorse or recommend an Acquisition ProposalProposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (ivvi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement)Proposal. Any It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.02 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives shall be deemed a breach by the Company.

General Prohibitions. Except as permitted by Section 6.02(b), Neither the Company and nor any of its Subsidiaries shall, nor shall not, and the Company shall use or any of its reasonable best efforts to cause Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party in connection with the foregoingthat is seeking to make, or has made, an Acquisition Proposal, (iii) withholdfail to make, withdraw, amend, qualify withdraw or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, Parent the Company Board Recommendation (or publicly approve, publicly endorse or recommend an Acquisition ProposalProposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (ivvi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement)Proposal. Any It is agreed that any violation of the 49 restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.02 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives shall be deemed a breach by the Company.

General Prohibitions. Except as permitted by Section 6.02(b)After the date hereof and prior to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 11, the Company and its Subsidiaries shall not, not (and the Company shall use not authorize or permit its reasonable best efforts to cause its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not Representatives to), directly or indirectly, (i) solicit, initiate initiate, endorse or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into or execute, continue or otherwise participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Third Party in connection with respect to inquiries regarding, or the foregoingmaking of, an Acquisition Proposal, (iii) withholdfail to make, withdraw, amend, qualify modify or modify amend in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, Parent the Company Board Recommendation (or publicly approve, publicly endorse recommend or recommend an otherwise declare advisable the approval by the Company stockholders of any Acquisition Proposal) ), or resolve, agree or propose to take any such action (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) ), or (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument transaction agreement relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreementa confidentiality agreement with a Third Party to whom the Company is permitted to provide information in accordance with Section 7.04(b)(i). Any breach of this Section 6.02 by the Company’s officers or directors or ) (any of the Company’s or its Subsidiaries’ Representatives shall be deemed a breach by the Companyforegoing, an “Alternative Acquisition Agreement”).

General Prohibitions. Except as permitted by Section 6.02(b), Neither the Company and its Subsidiaries shall not, and nor any of the Company Subsidiaries shall, nor shall use its reasonable best efforts to cause the Company or any of the Company Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not Representatives to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to the Company’s stockholders) which constitutes or would be reasonably expected to lead to any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its the Company Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its the Company Subsidiaries to to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is reasonably expected to make, or is otherwise seeking to make, or has made, an Acquisition Proposal (other than, solely in connection with response to an unsolicited inquiry, to refer the foregoinginquiring Third Party to this Section 6.03 and to limit its conversation or other communication exclusively to such referral), (iii) (A) publicly propose to, or otherwise change, withhold, withdraw, amend, qualify or modify modify, in a manner adverse to Parent, Parent or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to ParentMerger Subsidiary, the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, when mailed, (C) adopt, approve or recommend to stockholders of the Company, or resolve to or publicly approvepropose or announce its intention to adopt, publicly endorse approve or recommend to stockholders of the Company, an Acquisition ProposalProposal or any transaction pursuant to which a Third Party would become an “interested stockholder” under Section 203 of Delaware Law, (D) if a tender offer or exchange offer that constitutes an Acquisition Proposal is commenced, fail to publicly recommend against acceptance of such tender offer or exchange offer by the Company’s stockholders within ten Business Days after the commencement thereof or (E) fail to publicly reaffirm the Company Board Recommendation following any Acquisition Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within 10 Business Days after Parent so requests in writing (provided that Parent shall not be entitled to request such reaffirmation more than one time with respect to an Acquisition Proposal (provided that any modification to the financial or other material terms of such Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the foregoing) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or ), (iv) fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of the Company Subsidiaries, provided that, with respect to any Third Party that was not invited by the Company to submit an indication of interest or bid to acquire the Company during the period between June 1, 2016 and the date of this Agreement, if the Company’s Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, the Company may waive any such standstill provision applicable to such Third Party solely to the extent necessary to permit such Third Party to make a confidential Acquisition Proposal to the Company’s Board of Directors, or (v) approve, adopt, recommend or enter into, or propose to approve adopt, recommend or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreementwhether binding or nonbinding). Any It is agreed that any material violation of the restrictions on the Company set forth in this Section 6.03 by any Representative of the Company or any of the Company Subsidiaries shall be a breach of this Section 6.02 by the Company’s officers or directors or any of ; provided, however, that nothing in this Section 6.03(a) shall prohibit the Company’s Company or its Subsidiaries’ Representatives from contacting in writing any Person or group of Persons who, following the date of this Agreement, make an unsolicited Acquisition Proposal with such contact being for the sole purpose of clarifying the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, and any such actions shall not be deemed a breach by of this Section 6.03(a), so long as the CompanyCompany otherwise complies with its obligations under this Section 6.03, including Section 6.03(c), with respect to such Acquisition Proposal. The Company agrees that it and its Affiliates will not enter into any agreement with any Third Party subsequent to the date of this Agreement which prohibits the Company or its Affiliates from providing any information to Parent in accordance with, or otherwise complying with, this Section 6.03.

General Prohibitions. Except as permitted by Section 6.02(b), the The Company and its Subsidiaries shall not, and the Company shall use its reasonable best efforts not to cause permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, or otherwise knowingly cooperate in any way with any Third Party in connection with the foregoingthat is seeking to make, or has made, an Acquisition Proposal, (iii) withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, publicly endorse or recommend an Acquisition Proposal) (any of the foregoing in this clause (iii‎(iii), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement)Proposal. Any breach of this Section 6.02 ‎Section 6.03 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives acting at the direction of an officer or director of the Company (and, for the avoidance of doubt, only a breach by such persons) shall be deemed a breach by the Company.

General Prohibitions. Except as permitted by Section 6.02(b), the The Company and its Subsidiaries shall not, and the Company shall use its reasonable best efforts not to cause permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, or otherwise knowingly cooperate in any way with any Third Party in connection with the foregoingthat is seeking to make, or has made, an Acquisition Proposal, (iii) withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, publicly endorse or recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement)Proposal. Any breach of this Section 6.02 6.03 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives acting at the direction of an officer or director of the Company (and, for the avoidance of doubt, only a breach by such persons) shall be deemed a breach by the Company.

General Prohibitions. Except as permitted by Section 6.02(b), Neither the Company and nor any of its Subsidiaries shall, nor shall not, and the Company shall use or any of its reasonable best efforts to cause Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (iA) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (iiB) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, knowingly assist, participate in, facilitate or encourage any effort by any Third Party in connection with the foregoingthat has made, is seeking to make or could be reasonably expected to make an Acquisition Proposal, (iiiC) withholdfail to make, withdraw, amend, qualify withdraw or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, Parent the Company Board 50 Recommendation (or publicly approve, publicly endorse or recommend an Acquisition ProposalProposal or knowingly take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iiiC), an “Adverse Recommendation Change”), (D) fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (E) approve any business combination under the New Jersey Shareholders’ Protection Act or (ivF) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement)Proposal. Any It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.02 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives shall be deemed a breach by the Company.

General Prohibitions. Except as permitted by Section 6.02(b)Neither the Company nor any of its Subsidiaries shall, and the Company and its Subsidiaries shall not, and the Company shall use its reasonable best efforts to cause its or and their officers, directors, employees, investment bankers, attorneys, accountants, consultants or and other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, or otherwise cooperate in any way with any Third Party in connection with the foregoingan Acquisition Proposal, (iii) withholdfail to make, withdraw, amend, qualify withdraw or modify in a manner adverse to ParentParent the Company Board Recommendation, fail to include the Company Board Recommendation in the Proxy Statement, recommend an Acquisition Proposal, or fail to recommend against any Acquisition Proposal within ten (10) Business Days after it is made public, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, do any of the Company Board Recommendation (or publicly approve, publicly endorse or recommend an Acquisition Proposal) foregoing (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement). Any breach of this Section 6.02 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives shall be deemed a breach by the CompanyProposal.

General Prohibitions. Except as permitted by Section 6.02(b), Neither the Company and nor any of its Subsidiaries shall, nor shall not, and the Company shall use or any of its reasonable best efforts to cause Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage encourage, or which could reasonably be expected to lead to, the submission of any Company Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposalwith, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to to, otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort by any Third Party in connection with the foregoingthat has expressed an intent to make, or has made, a Company Acquisition Proposal, (iii) withholdenter into any merger agreement, withdrawletter of intent, amendagreement in principle, qualify share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or modify in other similar contract relating to a manner adverse Company Acquisition Proposal, (iv) fail to Parentmake, or publicly propose to withhold, withdraw, amend, qualify withdraw or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, publicly endorse recommend a Company Acquisition Proposal or recommend an Acquisition Proposaltake any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iiiiv), an “Adverse Company Recommendation Change”) ), or (ivv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement resolve or other similar instrument relating propose to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement). Any breach of this Section 6.02 by the Company’s officers or directors or do any of the Company’s foregoing. The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Subsidiaries’ Representatives shall be deemed a breach by and its financing sources conducted prior to the Companydate hereof with respect to any Company Acquisition Proposal.

General Prohibitions. Except as permitted by Section 6.02(b)Until the earlier of the Closing Date and the date of termination of this Agreement pursuant to the provisions of Article VII, the Seller Entities will not take, and shall cause the Company and its Subsidiaries shall notnot to take, and nor will the Company shall use its reasonable best efforts to cause its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Third Party in connection with the foregoing, (iii) withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, publicly endorse or recommend an Acquisition Proposal) (Seller Entities permit any of the foregoing in this clause (iii)Seller Entities, an “Adverse Recommendation Change”) or (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement). Any breach of this Section 6.02 by the Company’s officers or directors or any of the Company’s or its Subsidiaries’ Representatives shall officers, directors, consultants, employees, shareholders, partners, members, attorneys, investment advisors, accountants, agents or other representatives (collectively, “Representatives”) to (directly or indirectly), take, any of the following actions with any Person other than Purchaser or any of its Affiliates and designees: (i) solicit, initiate, seek, or knowingly encourage, facilitate or induce the making, submission or announcement (except as to announcements required by applicable Law) of, any offer, indication of interest or proposal, whether oral, written, or otherwise, formal or informal, to, directly or indirectly, acquire the US Parent Subsidiary and the Target Subsidiaries or any portion of the US Parent Subsidiary and the Target Subsidiaries’ business, taken as a whole, whether by purchase of assets, exclusive license, purchase of stock, merger or other business combination, or otherwise (but excluding sales of assets and licenses made in the ordinary course of business) (any of the foregoing being a “Competing Transaction Proposal”), (ii) disclose (except disclosures which the Seller Entities are obliged to make under applicable stock exchange rules or the laws of any competent jurisdiction) to any Person, or discuss with any Person, any confidential information relating to the Company and the Target Subsidiaries that would reasonably be deemed a breach by expected to encourage or result in the Companymaking of any Competing Transaction Proposal or in connection with any Competing Transaction Proposal, (iii) enter into, participate in, maintain or continue any communications or negotiations regarding any Competing Transaction Proposal, (iv) agree to, accept, recommend or endorse (or publicly propose or announce any intention or desire to agree to, accept, recommend or endorse) any Competing Transaction Proposal, or (v) enter into any letter of intent, contract or other agreement relating to, or otherwise agree to or consummate or effect, any Competing Transaction Proposal.