Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. (i) The Stockholder shall not, nor shall it authorize or permit any of his, her or its Representatives to, directly or indirectly, except in connection with any action of the Company or any of its Representatives expressly permitted by Section 6.2 of the Merger Agreement, (A) initiate, solicit, knowingly encourage, induce or assist any inquiries or the making, submission, announcement or consummation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Acquisition Sub, or any of their respective Affiliates, designees or Representatives) that could reasonably be expected to initiate, solicit, encourage, induce or assist the making, submission or commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.2 of the Merger Agreement) or (D) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal.

No Solicitation or Negotiation. (ia) The Stockholder From and after the execution and delivery of this Agreement until the earlier to occur of the Closing or termination of this Agreement pursuant to its terms, MSI shall not, nor shall will it authorize or permit any of hisits directors, her officers or its Representatives other employees, controlled Affiliates or any investment banker, attorney or other advisor, representative or agent retained by it to, directly or indirectly, except (i) solicit, initiate, encourage or induce the making, submission of a transaction (whether in connection the form of a merger, consolidation, asset sale or other form of transaction) for the acquisition of any Locations or the Car Wash Business (an "Acquisition Transaction") by any Person other than Purchaser, (ii) participate or engage in any discussions or negotiations with any action such Person regarding an Acquisition Transaction, (iii) furnish to any such Person any information relating to the Companies or the Assets, or afford access to the business, properties, assets, books or records of the Company Companies to any such Person that has made or could reasonably be expected to make an Acquisition Transaction, or (iv) take any of its Representatives expressly permitted by Section 6.2 of the Merger Agreement, (A) initiate, solicit, knowingly encourage, induce other action intended to assist or assist facilitate any inquiries or the making, submission, announcement or consummation making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any an Acquisition ProposalTransaction, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Acquisition Sub, or any of their respective Affiliates, designees or Representatives) that could reasonably be expected to initiate, solicit, encourage, induce or assist the making, submission or commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (Cv) approve, endorse or recommend an Acquisition Transaction, or (vi) enter into, into any letter of intent or similar document, agreement contemplating or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect otherwise relating to an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.2 of the Merger Agreement) or (D) otherwise knowingly facilitate any effort or attempt to make an Acquisition ProposalTransaction.

No Solicitation or Negotiation. (i) The From and after the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Merger Agreement, Stockholder agrees that it shall not, nor and that it shall it authorize use its reasonable best efforts not to permit or permit allow any of his, her or its Representatives to, directly or indirectly, except in connection with any action of the Company : (i) initiate or any of its Representatives expressly permitted by Section 6.2 of the Merger Agreement, (A) initiate, solicit, knowingly encourageencourage or knowingly facilitate any inquiries, induce proposals or assist any inquiries offers that constitute or the making, submission, announcement or consummation of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition to or result in a Superior Company Proposal, (Bii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Acquisition Merger Sub or any designees or Representatives of Parent or Merger Sub), or any of their respective AffiliatesRepresentative thereof, designees any non-public information in connection with or Representatives) that could reasonably be expected with the intent to initiatefacilitate, solicit, encourage, induce or assist the making, submission or commencement announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or could would reasonably be expected to lead toto or result in, a Superior Company Proposal (except to notify any Acquisition ProposalPerson of the provisions of this Section 10), (Civ) enter into any written agreement to consummate a Superior Company Proposal or (v) approve, recommend authorize, agree or enter into, publicly announce any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect intention to an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.2 do any of the Merger Agreement) or (D) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposalforegoing.

No Solicitation or Negotiation. (i) The Stockholder shall notCompany agrees that, except as expressly permitted by this Section 5.6, after the date hereof, neither it nor shall it authorize or permit any of hisits subsidiaries nor any of its or their respective officers, her directors or employees will, and it will direct and use all reasonable best efforts to cause its Representatives toagents, including any investment banker, attorney or accountant retained by it or by any of its subsidiaries (collectively, its “Representatives”) not to (1) initiate, solicit or encourage, directly or indirectly, except in connection any inquiries, proposals or offers (whether firm or hypothetical) with respect to any action Acquisition Proposal or the making or implementation of the Company or any of its Representatives expressly permitted by Section 6.2 of the Merger AgreementAcquisition Proposal, (A2) initiate, solicit, knowingly encourage, induce or assist engage in any inquiries or the making, submission, announcement or consummation of any proposal or offer that constitutesnegotiations concerning, or could reasonably be expected provide any confidential information or data to, or have any discussions with, any Person relating to lead toan Acquisition Proposal, (3) otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal, (4) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (B5) engage in, continue approve or otherwise participate in any discussions or negotiations regardingrecommend, or provide propose to approve or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the provisions of Section 6.2 of the Merger Agreement)recommend, or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Acquisition Sub, or any of their respective Affiliates, designees or Representatives) that could reasonably be expected to initiate, solicit, encourage, induce or assist the making, submission or commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (C) approve, recommend execute or enter into, any letter of intent or similar documentintent, agreement in principle, memorandum of understanding, merger agreement, asset or commitmentshare purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal, (6) enter into any agreement or agreement in principle (whether written requiring, directly or oralindirectly, binding the Company to abandon, terminate or nonbinding) with respect fail to an Acquisition Proposal (other than a confidentiality agreement consummate the transactions contemplated by Section 6.2 this Plan or breach its obligations hereunder or (7) propose or agree to do any of the Merger Agreementforegoing. Notwithstanding anything in the foregoing to the contrary, prior to, but not after, the time when the approval described in Section 6.1(a) or (D) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal.is obtained, the Company may:

No Solicitation or Negotiation. (i) The Stockholder From and after the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Purchase Agreement, the Shareholder agrees that it shall not, nor and that it shall it authorize use its reasonable best efforts not to permit or permit allow any of his, her or its Representatives to, directly or indirectly, except in connection with any action of the Company : (i) initiate or any of its Representatives expressly permitted by Section 6.2 of the Merger Agreement, (A) initiate, solicit, knowingly encourageencourage or knowingly facilitate any inquiries, induce proposals or assist any inquiries offers that constitute or the making, submission, announcement or consummation of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any to or result in an Acquisition Proposal, (Bii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Acquisition SubBuyer or any designees or Representatives of Parent or Buyer), or any of their respective AffiliatesRepresentative thereof, designees any non-public information in connection with or Representatives) that could reasonably be expected with the intent to initiatefacilitate, solicit, encourage, induce or assist the making, submission or commencement announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in an Acquisition Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or could would reasonably be expected to lead toto or result in, any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.2 except to notify any Person of the Merger Agreementprovisions of this Section 4.4), (iv) enter into any Company Acquisition Agreement or (Dv) otherwise knowingly facilitate approve, authorize, agree or publicly announce any effort or attempt intention to make an Acquisition Proposaldo any of the foregoing.

No Solicitation or Negotiation. (i) The No Stockholder shall notshall, nor shall it authorize or permit any of his, her his or its Representatives to, directly or indirectly, except in connection with any action of the Company or any of its Representatives as expressly permitted by Section 6.2 of the Merger Agreement, (A) initiate, solicit, knowingly encourage, induce or assist any inquiries or the making, submission, announcement or consummation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Acquisition SubPurchaser, or any of their respective Affiliates, designees or Representatives) that could reasonably be expected to initiate, solicit, encourage, induce or assist the making, submission or commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.2 of the Merger Agreement) or (D) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by a Stockholder in compliance with the Merger Agreement.

No Solicitation or Negotiation. (i) The Stockholder During the Pre-Closing Period, Seller shall not, nor and Seller shall it authorize or permit any cause the Board and each of his, her or its their respective Affiliates and Representatives not to, directly or indirectly: (i) solicit, except in connection with any action of the Company or any of its Representatives expressly permitted by Section 6.2 of the Merger Agreement, (A) initiate, solicitknowingly induce, knowingly encourage, induce encourage or assist knowingly facilitate (including by way of furnishing information) any inquiries or the making, submission, announcement or consummation making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any an Acquisition Proposal, ; (Bii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way not permitted by this Section 5.6 with any Person regarding any proposal the consummation of which would constitute an Acquisition Proposal; (iii) provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries concerning Seller to any Person in connection with any proposal the consummation of which would constitute an Acquisition Proposal; or (other than Parentiv) approve or recommend, Acquisition Submake any public statement approving or recommending, or enter into any of their respective Affiliatesagreement relating to, designees or Representatives) that could reasonably be expected to initiateany inquiry, solicit, encourage, induce or assist the making, submission or commencement of any proposal or offer that constitutes, or could would reasonably be expected to lead to, an Acquisition Proposal. Seller shall, and Seller shall cause the Board, and each of their respective Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect proposal that would reasonably be expected to lead to an Acquisition Proposal (other than a confidentiality agreement contemplated Proposal, and shall promptly terminate access by Section 6.2 of the Merger Agreement) any such Person to any physical or (D) otherwise knowingly facilitate electronic data rooms relating to any effort or attempt to make an such Acquisition Proposal.

No Solicitation or Negotiation. (i) The Stockholder shall Seller agrees that, from the date of this Agreement to the earlier of the Closing or the termination of this Agreement, it will not, nor shall it authorize or permit any of hisand will cause its Subsidiaries and their respective officers, her or its Representatives employees, Affiliates, agents and representatives not to, directly or indirectlyindirectly (i) take any action to initiate, except solicit, entertain, negotiate, accept, discuss, respond to any inquiry with respect to, or encourage any Proposal or proposal that would reasonably be expected to result in a Proposal, (ii) furnish to any other Person (other than Acquiror and its Representatives) any information relating to the Foxtail Business or in connection with any Proposal, or take any other action of the Company or any of its Representatives expressly permitted by Section 6.2 of the Merger Agreement, (A) initiate, solicit, knowingly encourage, induce or assist to facilitate any inquiries or the making, submission, announcement or consummation making of any proposal or offer that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal, (B) engage result in, continue a Proposal or (iii) enter into any contract, agreement, arrangement or understanding with respect to a Proposal or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company requiring Seller or any of its Subsidiaries (other than to notify a Person of the provisions of Section 6.2 of the Merger Agreement)to, or afford access to the business, properties, assets, books, records or personnel of the Company contemplating that Seller or any of its Subsidiaries will, abandon, terminate or fail to any Person (other than Parentconsummate the transactions contemplated hereby. Seller will immediately advise Acquiror if Seller, Acquisition Sub, the Subsidiaries or any of their respective officers, employees, Affiliates, designees or Representatives) that could reasonably be expected to initiate, solicit, encourage, induce or assist the making, submission or commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent Representatives receives a Proposal or similar document, agreement or commitment, or agreement inquiry in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.2 of writing and the Merger Agreement) or (D) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposalterms thereof.