Common use of No Solicitations Clause in Contracts

No Solicitations. From and after the date hereof, Seller, without the prior written consent of Buyer, will not, and will not authorize any of its or any of its Subsidiaries' officers, employees, directors, stockholders or other representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal that constitutes or could be reasonably expected to lead to an Alternative Proposal from any Person, or engage in any discussions or negotiations relating thereto or accept any Alternative Proposal or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal; provided, however, that notwithstanding any other provision hereof, Seller may (a) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or 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 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 after consultation with its

No Solicitations. (a) From and after the date hereof, Seller, without the prior written consent of Buyer, will Seller shall not, and will not authorize any shall direct and use commercially reasonable efforts to cause the Subsidiaries, Conning, the Conning Subsidiaries, RGA and the RGA Subsidiaries, and each of its or any of its Subsidiaries' their respective officers, directors, employees, directorsagents, stockholders advisors or other representatives (each, a "Representative") not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making submission of any proposal that constitutes or could be reasonably expected to lead to an Alternative Proposal from any Person(as defined below), or engage (ii) participate in any discussions or negotiations relating thereto regarding, or accept furnish to any Alternative Person any non-public information with respect to, any Proposal or make or authorize any statementAlternative Transaction (as defined below), recommendation or solicitation in support of any Alternative Proposalother than with Buyer; provided, however, that notwithstanding any other provision hereof, Seller may (a) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or 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 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 thatrequired by the fiduciary obligations of Seller's Board of Directors, (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 after following consultation with itsoutside 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, any of the Subsidiaries or any of their respective Representatives, or, if known by the Company, RGA, any of the RGA Subsidiaries, Conning or any of the Conning Subsidiaries, may receive unless the terms of such Proposal prohibit such disclosure, or otherwise directed by the Director.

No Solicitations. (a) From and after the date hereofhereof until the termination of this Agreement, Seller, without the prior written consent of Buyer, will Company shall not, and will not authorize shall cause each of the Company Subsidiaries and its and their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any of its investment banker, attorney or accountant retained by the Company or any of its the Company Subsidiaries' officers, employees, directors, stockholders or other representatives ) not to, directly or indirectly, solicitinvite, initiate initiate, solicit or knowingly encourage (including by way of furnishing information) non-public information or take any other action to facilitate knowingly assistance), any inquiries or the making of any proposal that constitutes or could be reasonably expected to lead to an Alternative any Acquisition Proposal from any Person(as defined below), or engage in any enter into or maintain or continue discussions or negotiations relating thereto with any person or accept any Alternative entity in furtherance of such inquiries or to obtain an Acquisition Proposal or make agree to or endorse any Acquisition Proposal, or authorize or permit any statementof its respective officers, recommendation directors or solicitation in support employees or any of the Company Subsidiaries or any Alternative Proposalinvestment banker, financial advisor, attorney, accountant or other representative retained by it or any of the Company Subsidiaries to take any such action; provided, however, that notwithstanding any other provision hereofnothing contained in this Section 6.04 shall prohibit the Board, Seller may (a) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with Seller or any of its Subsidiaries the Company's financial advisors or attorneys, officers, directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or (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 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 officernegotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the stockholders of the Company, employee, director, stockholder or other representative of Seller or any of its Subsidiaries after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Entertainment Companies if, if and only to the extent that, (i) in each such case referred to in clause (xA), (B) such third party has first madeor (C) above, 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 Board determines in good faith in each case by Seller's Board of Directors after consultation with itsindependent legal counsel (who may be the Company's regularly engaged legal

No Solicitations. From and after the date hereof, Seller, without the prior written consent of Buyer, will each party hereto shall not, and will shall cause its subsidiaries not to, and shall not authorize or permit any of its or any of its Subsidiaries' officers, employees, directors, stockholders or other representatives Representatives to, directly or indirectly, solicitinitiate, 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 that which constitutes or could be is reasonably expected likely to lead to to, any Business Combination (as defined below), or, in the event of an Alternative Proposal from any Personunsolicited Business Combination proposal, or engage in negotiations or provide any discussions information or negotiations data to any person relating thereto or accept to any Alternative Proposal or make or authorize any statement, recommendation or solicitation in support of any Alternative ProposalBusiness Combination; provided, however, that notwithstanding any other provision hereofhereof Sierra Pacific or Nevada Power may, Seller may (a) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and at which the transactions contemplated herebySierra 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) engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with Seller the party or any of its Subsidiaries or any officer, employee, director, stockholder or other representative of Seller or any of its Subsidiaries Representatives after the date hereof) seeks to initiate such discussions or negotiations and may negotiations, furnish such third party information concerning the Entertainment Companies itself and its business, properties and assets and accept a Business Combination proposal from such third party if, and only to the extent that, (i) (xA)(x) such third party has shall first madehave 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 date hereofstockholders of such party than the Mergers and (y) the Board of Directors of Sierra Pacific or Nevada Power, as the case may be, shall have determined in good faith, after consultation with its financial advisors and outside counsel, that failing to take such action could reasonably be expected to be 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 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 Alternative Proposal 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 which reflect 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 superior transaction merger, consolidation or other business combination involving any party to this Agreement or any of its subsidiaries, or 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 manner, directly or indirectly, a substantial equity interest in or a substantial portion of the assets of any party to this Agreement or any of its subsidiaries, other than pursuant to 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 after consultation with itsor any spinoff or similar transaction.

No Solicitations. From Until the earlier of the Closing and after the date hereoftermination of this Agreement, Seller, without the prior written consent of Buyer, Founders will not, and will not authorize permit the officers or directors of the Issuer or any of its Subsidiary or any of its Subsidiaries' officerstheir respective Affiliates, employees, directors, stockholders agents or other representatives to, (i) solicit, initiate, encourage, conduct or engage in any discussion or enter into any agreement or understanding, with any other Person regarding the transfer, directly or indirectly, solicitof 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) disclose any nonpublic information relating to the Issuer or any Subsidiary or afford access to the properties, initiate books or encourage (including by way of furnishing information) records of, or take relating to, the Issuer or any Subsidiary, to any other action Person or entity that the Issuer or any Founder believes to facilitate knowingly be considering acquiring an interest in the Issuer or any Subsidiary. If the Issuer or any 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 making DLJ Buyers informed, on a current basis, of the status and terms of any proposal that constitutes such proposals or could be reasonably expected to lead to an Alternative Proposal from offers. The Issuer and the Founders shall not (and shall not permit any PersonSubsidiary to) release any third party from, or engage in waive any discussions provision of, any confidentiality or negotiations standstill agreement relating thereto or accept any Alternative Proposal or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal; provided, however, that notwithstanding any other provision hereof, Seller may (a) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with Seller Issuer or any of its Subsidiaries Subsidiary to which the Issuer or any officer, employee, director, stockholder or other representative of Seller or any of its Subsidiaries after the 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 Subsidiary is 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 after consultation with itsparty.

No Solicitations. (a) From and after the date hereof, Seller, without the prior written consent of Buyer, will Seller shall not, and will not authorize any shall direct and use commercially reasonable efforts to cause the Subsidiaries, Conning, the Conning Subsidiaries, RGA and the RGA Subsidiaries, and each of its or any of its Subsidiaries' their respective officers, directors, employees, directorsagents, stockholders advisors or other representatives (each, a "Representative") not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making submission of any proposal that constitutes or could be reasonably expected to lead to an Alternative Proposal from any Person(as defined below), or engage (ii) participate in any discussions or 41 42 negotiations relating thereto regarding, or accept furnish to any Alternative Person any non-public information with respect to, any Proposal or make or authorize any statementAlternative Transaction (as defined below), recommendation or solicitation in support of any Alternative Proposalother than with Buyer; provided, however, that notwithstanding any other provision hereof, Seller may (a) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or 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 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 thatrequired by the fiduciary obligations of Seller's Board of Directors, (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 after following consultation with itsoutside 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, any of the Subsidiaries or any of their respective Representatives, or, if known by the Company, RGA, any of the RGA Subsidiaries, Conning or any of the Conning Subsidiaries, may receive unless the terms of such Proposal prohibit such disclosure, or otherwise directed by the Director.

No Solicitations. From and after Prior to the date hereofEffective Time, Seller, without the prior written consent of Buyer, will not, and will not authorize Company agrees (a) that neither it nor any of its or any of its Subsidiaries' officers, employees, directors, stockholders Subsidiaries or other representatives affiliates shall, and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not to, initiate, solicit or encourage, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making or implementation of any proposal that constitutes or could be reasonably expected offer (including, without limitation, any proposal or offer to lead its shareholders) with respect to an Alternative Proposal from any Persona merger, consolidation or engage in any discussions or negotiations relating thereto or accept any Alternative Proposal or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal; provided, however, that notwithstanding any other provision hereof, Seller may (a) at any time prior to business combination including the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with Seller Company or any of its Subsidiaries or any officeracquisition or similar transaction (including, employeewithout limitation, directora tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, stockholder (ii) 10% or other representative more of Seller 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 or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it or any of its Subsidiaries after such persons or groups; provided, however, that nothing contained in this Section 5.02 shall prohibit the date hereofBoard of Directors of the Company from (i) seeks furnishing information to initiate such (but only pursuant to a confidentiality agreement in customary form) or entering into discussions or negotiations and may furnish such third party information concerning the Entertainment Companies with any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent thatthat prior to receipt of the Company Shareholder Approval, (iA) the Board of Directors of the Company, based 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 (2) such Acquisition Proposal could reasonably lead to a transaction that is 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 (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) such third party has first madepermit the Company to terminate this Agreement (except as specifically provided in Article VIII), after (y) permit the date hereofCompany 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 in writing (other than a confidentiality agreement under the terms circumstances described above)), or (z) affect any other obligation of which reflect a superior transaction than the transactions contemplated by Company under 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 after consultation with itsAgreement.

No Solicitations. From and after Subject to the date hereoffourth sentence of this Section 7.11, Sellerneither party hereto shall, without the prior written consent of Buyer, will not, and will not authorize any of nor shall each such party permit its subsidiaries or any of its SubsidiariesRepresentatives to, (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' officersadvance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, employeesoffer or proposal. Each party hereto shall immediately cease and cause to be terminated all existing discussions and negotiations, directorsif any, stockholders or with any other representatives topersons 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, solicitof 50% or more of the combined voting power of the shares of NCE Common Stock or NSP Common Stock, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or as the making of any proposal that constitutes or could be reasonably expected to lead to an Alternative Proposal from any Personcase may be, or engage in any discussions all or negotiations relating thereto 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 accept any Alternative Proposal or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal; provided, however, that notwithstanding any other provision hereof, Seller NCE may (ai) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage participate in discussions or negotiations regarding the Takeover Proposal, and (ii) furnish information to, and afford access to the properties, books and records of such party and its subsidiaries to the person making the Takeover Proposal with respect to such party by such person, if but only to the extent that (A) the Board of Directors of such party has reasonably concluded in good faith (after consultation with its financial advisors) that the person or group making the Takeover Proposal will have adequate sources of financing to consummate the Takeover Proposal and that the Takeover Proposal is more favorable to such party's shareholders than the Merger, (B) the Board of Directors of such party shall have determined in good 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 such other matters as such Board deems relevant, that it is necessary to do so in order to act in a third manner consistent with its fiduciary duties to its shareholders, and (C) such party who (without has entered into a confidentiality agreement with the 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 solicitationsuch confidentiality agreement as it may deem appropriate. As used in this Section 7.11, initiation"Takeover Proposal" shall mean with respect to NCE or NSP means any inquiry, encouragementproposal 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, discussion net income or negotiationthe assets of NCE and its subsidiaries, directly taken as a whole, or indirectlyNSP and it subsidiaries, by taken as a whole, as applicable, or with Seller 15% or more of any class of equity securities of NCE or any of its Significant Subsidiaries or any officer, employee, director, stockholder or other representative of Seller 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 after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Entertainment Companies ifNSP or any of its Significant Subsidiaries, and only to the extent thatas applicable, (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 other 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 after consultation with itsAgreement.

No Solicitations. From (a) The Company represents and after 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 date hereofof 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 Section 7.1, Seller, without the prior written consent of Buyer, will Company shall not, and will shall not authorize or permit any of its officers, directors or employees or any of its Subsidiaries' officersinvestment banker, employeesfinancial advisor, directorsattorney, stockholders accountant or other representatives advisor or Representative retained by it to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information) ), or take any other action to facilitate knowingly facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal or could any inquiries or making of any proposal that constitutes, or may 37 44 reasonably be reasonably expected to lead to to, an Alternative Proposal from any PersonAcquisition Proposal, or engage (ii) participate in any activities, discussions or negotiations relating thereto or accept any Alternative Proposal or make or authorize any statement, recommendation or solicitation in support of any Alternative regarding an Acquisition Proposal; provided, however, that notwithstanding any other provision hereofsubject to compliance by the Company with the provisions of Section 7.1(b), Seller the Company Board may (a) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated herebyfurnish information to, engage in or enter into discussions or negotiations with a third party who (without with, any solicitation, initiation, encouragement, discussion or 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 date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Entertainment Companies person that makes an unsolicited written Acquisition Proposal if, and only to the extent that, that (iA) (x) such third party has first madethe Company Board, after the date hereofconsultation with its outside legal counsel, an Alternative Proposal determines in writing the terms of which reflect a superior transaction than the transactions contemplated by this Agreement and has demonstrated good faith that the funds such action is necessary for the Alternative Company Board to comply with its fiduciary duties to the Company's stockholders under applicable law, (B) such Acquisition Proposal are 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 is at least as likely to be available consummated as is the Merger, (as determined C) the Company Board determines in good faith in each case by Seller's Board of Directors after that such Acquisition Proposal, based upon such matters as it deems relevant (including consultation with itsa 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. From and after Prior to the Closing date hereofor until the termination of this Agreement, Sellerno director, employee or agent of the Company, without the prior written consent approval of Buyerthe Representative, will notshall (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 will not authorize any 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' 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, employees, directors, stockholders or other representatives toagents and affiliates to refrain from doing any of the above, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take and will notify the Representative immediately if any other action to facilitate knowingly any such inquiries or the making of proposals are received by it, any proposal that constitutes or could be reasonably expected to lead to an Alternative Proposal such information is requested from any Personit, or engage in any such negotiations or discussions are sought to be initiated with it or negotiations relating thereto or accept any Alternative Proposal or make or authorize any statementof its officers, recommendation or solicitation in support of any Alternative Proposaldirectors, agents and affiliates; provided, however, that notwithstanding nothing contained herein shall be deemed to prohibit any other provision hereof, Seller may (a) at officer or director of the Company from taking any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or 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 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 action that the funds necessary for Board of Directors of the Alternative Proposal are reasonably likely to be available (as determined Company, determines, in good faith in each case by Seller's Board of Directors after consultation with itsand 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. From (a) The Company represents and after warrants that it has terminated any discussions or negotiations relating to, or that could reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined). Except as explicitly permitted hereunder, the date hereof, Seller, without the prior written consent of Buyer, will Company shall not, and will shall not authorize or permit any of its officers, directors or employees or any of its Subsidiaries' officersinvestment banker, employeesfinancial advisor, directorsattorney, stockholders accountant or other representatives torepresentative 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 knowingly facilitate, any inquiries or the making of any proposal that constitutes or could be reasonably expected to lead to an Alternative Proposal from any PersonAcquisition Proposal, or engage (ii) participate in any discussions or negotiations relating thereto or accept any Alternative regarding an Acquisition Proposal or make (iii) enter into any agreements, definitive or authorize any statementotherwise, recommendation or solicitation in support of any Alternative regarding an Acquisition Proposal; provided, however, that notwithstanding any other provision hereofthat, Seller may (a) at any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve approval of this Agreement by the shareholders of the Company, if the Company receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.5(a), the Company may furnish non-public information with respect to the Company and the transactions contemplated hereby, engage Company Subsidiaries to the person who made such Acquisition Proposal and may participate in discussions or and negotiations regarding such Acquisition Proposal if the Company Board determines (A) based on the advice of legal counsel, that the failure to do so would be inconsistent with a third party who (without any solicitation, initiation, encouragement, discussion or 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 fiduciary duties to the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Entertainment Companies ifCompany's shareholders under applicable law, and only to the extent that, (iB) (x) that such third party has first made, after the date hereof, an Alternative Acquisition 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 is reasonably likely to be available lead to a Superior Acquisition Proposal (as determined in good faith in each case by Seller's Board of Directors after consultation with itsdefined below).

No Solicitations. From and after the date hereofof this Agreement until the Effective Time or, Sellerif earlier, without the prior written consent termination of Buyerthis Agreement in accordance with its terms, will not, and will not authorize the Company agrees (a) that neither it nor any of its Subsidiaries shall, and it shall use its best efforts to cause their respective Representatives (as defined in Section 9.11) not to, knowingly initiate, solicit or any of its Subsidiaries' officers, employees, directors, stockholders or other representatives toencourage, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making or implementation of any proposal that constitutes or could be reasonably expected offer (including, without limitation, any proposal or offer to lead its shareholders) with respect to an Alternative Proposal from any Persona merger, consolidation or engage in any discussions or negotiations relating thereto or accept any Alternative Proposal or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal; provided, however, that notwithstanding any other provision hereof, Seller may (a) at any time prior to business combination including the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with Seller Company or any of its Subsidiaries or any officeracquisition or similar transaction (including, employeewithout limitation, directora tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of the Company and its Subsidiaries taken as a whole, stockholder (ii) 10% or other representative more of Seller 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 or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any of the foregoing, and it will take the necessary steps to inform such parties of its obligations under this Section; and (c) that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such confidential information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it or any of its Subsidiaries after such persons. Notwithstanding the date hereofforegoing, nothing contained in this Section 5.02 shall prohibit the Board of Directors of the Company from (i) seeks furnishing information to initiate such (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 and may furnish such third party information concerning the Entertainment Companies with, any 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, (iA) the Board of Directors of the Company, after 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 (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 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 applicable law. Nothing in this Section 5.02 shall (x) such third party has first madepermit the Company to terminate this Agreement (except as specifically provided in Article VIII), after (y) permit the date hereofCompany 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 in writing (other than a confidentiality agreement under the terms circumstances described above)), or (z) affect any other obligation of which reflect a superior transaction than the transactions contemplated by Company under 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 after consultation with itsAgreement.

No Solicitations. From and after Prior to the date hereofEffective Time or until the termination of this Agreement, Sellerno member of Citizens' consolidated group shall, without the prior written consent approval of Buyer, will not, and will not authorize any of its or any of its Subsidiaries' officers, employees, directors, stockholders or other representatives toWhitney, directly or indirectly, solicitsolicit or initiate inquiries or proposals with respect to, initiate or, except to the extent determined by the Board of Directors of 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 Citizens' consolidated group and its shareholders, furnish any information relating to, or encourage participate in any negotiations or discussions concerning, any Acquisition Transaction (including by way of furnishing informationas defined in Section 7.01) or take any other action 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 facilitate knowingly the shareholders of Citizens of the Mergers or make a recommendation of any other Acquisition Transaction, or any 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 in form and substance as to confidentiality substantially the same as the confidentiality agreement between Citizens and Whitney); and each such member shall instruct its officers, directors, agents and affiliates to refrain from doing any of the above, and will notify Whitney immediately if any such inquiries or the making of proposals are received by it, any proposal that constitutes or could be reasonably expected to lead to an Alternative Proposal such information is requested from any Personit, or engage in any such negotiations or discussions are sought to be initiated with it or negotiations relating thereto or accept any Alternative Proposal or make or authorize any statementof its officers, recommendation or solicitation in support of any Alternative Proposaldirectors, agents and affiliates; provided, however, that notwithstanding nothing contained herein shall be deemed to prohibit any other provision hereof, Seller may (a) at officer or director of Citizens or the Bank from taking any time prior to the time Xxxxxx'x xxxckholders shall have voted to approve this Agreement and the transactions contemplated hereby, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or 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 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 action that the funds necessary for Board of Directors of Citizens or the Alternative Proposal are reasonably likely to be available (Bank, as determined the case may be, determines, in good faith in each case by Seller's Board of Directors after consultation with itsand receipt of an opinion of counsel, is required by law or is required to discharge his fiduciary duties to Citizens' consolidated group and its shareholders.