Common use of No Solicitations Clause in Contracts

No Solicitations. From and after the date hereof, Seller will not take, nor will it permit any affiliate of Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller or any such affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate any offer or inquiry from any Person concerning a transfer of the Shares or the Other Securities (other than the sale pursuant to this Agreement). If Seller or any such affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller will promptly advise such Person, by written notice, of the terms of this Section and will promptly, orally and in writing, advise Purchasers and the Company of such offer, inquiry or request and deliver a copy of such notice to Purchasers and the Company.

No Solicitations. From and after the date hereof, Seller Sellers will not take, nor will it permit the Company or any affiliate Affiliate of Seller Sellers (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Sellers, the Company or any such affiliateAffiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Company or permitting access to the Assets and Properties and Books and Records of the Company) any offer or inquiry from any Person concerning a transfer of the Shares or the Other Securities (other than the sale pursuant to this Agreement)an Acquisition Proposal. If Seller Sellers, the Company or any such affiliate Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller Sellers will promptly advise such Person, by written notice, of the terms of this Section 4.03 and will promptly, orally and in writing, advise Purchasers and the Company Purchaser of such offer, inquiry or request and deliver a copy of such written notice to Purchasers and the CompanyPurchaser.

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

No Solicitations. From and after the date hereof, Seller Sellers will not take, nor will it permit the Company or any affiliate Affiliate of Seller Sellers (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Sellers, the Company or any such affiliateAffiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Company or permitting access to the Assets and Properties and Books and Records of the Company) any offer or inquiry from any Person concerning a transfer of the Shares or the Other Securities (other than the sale pursuant to this Agreement)an Acquisition Proposal. If Seller Sellers, the Company or any such affiliate Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller Sellers will promptly advise such Person, by written notice, of the terms of this Section SECTION 4.03 and will promptly, orally and in writing, advise Purchasers and the Company Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchasers and the CompanyPurchaser.

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

No Solicitations. From and after the date hereof, Seller will not take, nor will it permit the Company, the Subsidiaries or any affiliate Affiliate of Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Seller, the Company, the Subsidiaries or any such affiliateAffiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Company or any Subsidiary or permitting access to the Assets and Properties and Books and Records of the Company or any Subsidiary) any offer or inquiry from any Person concerning a transfer of the Shares or the Other Securities (other than the sale pursuant to this Agreement)an Acquisition Proposal. If Seller Seller, the Company, any Subsidiary or any such affiliate Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller will promptly advise such Person, by written notice, of the terms of this Section 4.04 and will promptly, orally and in writing, advise Purchasers and the Company Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchasers and the CompanyPurchaser.

No Solicitations. From and after the date hereof, Seller Sellers will not take, nor will it permit the Company, the Subsidiaries or any affiliate Affiliate of any Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Sellers, the Company, the Subsidiaries or any such affiliateAffiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Company or any Subsidiary or permitting access to the Assets and Properties and Books and Records of the Company or any Subsidiary) any offer or inquiry from any Person concerning a transfer of the Shares or the Other Securities (other than the sale pursuant to this Agreement)an Acquisition Proposal. If Seller Seller, the Company, any Subsidiary or any such affiliate Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller will promptly advise such Person, by written notice, of the terms of this Section 4.04 and will promptly, orally and in writing, advise Purchasers and the Company Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchasers and the CompanyPurchaser.

No Solicitations. From and after the date hereof, Seller will not take, nor will it permit the ---------------- Company or any affiliate Affiliate of Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller Seller, the Company, or any such affiliateAffiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Company or permitting access to the Assets and Properties and Books and Records of the Company) any offer or inquiry from any Person concerning a transfer of the Shares or the Other Securities (other than the sale pursuant to this Agreement)an Acquisition Proposal. If Seller Seller, the Company, or any such affiliate Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller will promptly advise such Person, by written notice, of the terms of this Section 4.03 and will ------------ promptly, orally and in writing, advise Purchasers and the Company Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchasers and the CompanyPurchaser.

No Solicitations. From and after the date hereof, Seller (a) No Shareholder will not take, nor will it permit the Company, any of its subsidiaries or any affiliate of Seller a Shareholder (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person person retained by or acting for or on behalf of Seller a Shareholder, the Company, any subsidiary or any such affiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Company or any subsidiary or permitting access to the assets and properties and books and records of the Company or any subsidiary) any offer or inquiry from any Person person concerning a transfer of the Shares or the Other Securities an Acquisition Proposal (other than the sale pursuant to this Agreementas hereinafter defined). If Seller any Shareholder, the Company, any subsidiary or any such affiliate (or any such Person person acting for or on their behalf) receives from any Person person any offer, inquiry or informational request referred to above, Seller the Shareholders will promptly advise such Personperson, by written notice, of the terms of this Section 5.12 and will promptly, orally and in writing, advise Purchasers Parent and the Company Merger Sub of such offer, inquiry or request and deliver a copy of such notice to Purchasers Parent and the CompanyMerger Sub.

No Solicitations. From and after the date hereof, Seller Sellers will not take, nor will it permit the Company, the Subsidiaries or any affiliate Affiliate of any Seller (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller any Seller, the Company, the Subsidiaries or any such affiliateAffiliate) to take, directly or indirectly, any action to solicit, encourage, receive, negotiate, assist or otherwise facilitate (including by furnishing confidential information with respect to the Company or any Subsidiary or permitting access to the Assets and Properties and Books and Records of the Company or any Subsidiary) any offer or inquiry from any Person concerning a transfer of the Shares or the Other Securities (other than the sale pursuant to this Agreement)an Acquisition Proposal. If Seller any Seller, the Company, any Subsidiary or any such affiliate Affiliate (or any such Person acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Seller Sellers will promptly advise such Person, by written notice, of the terms of this Section 4.04 and will promptly, orally and in writing, advise Purchasers and the Company Purchaser of such offer, inquiry or request and deliver a copy of such notice to Purchasers and the CompanyPurchaser.

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