Common use of Acquisition Proposals; No Solicitation Clause in Contracts

Acquisition Proposals; No Solicitation. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each Equity Holder agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of its Subsidiaries shall, and that it shall not authorize or permit its or its Subsidiaries’ Employees, stockholders, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal for an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Each Equity Holder and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, “

Acquisition Proposals; No Solicitation. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each Equity Holder agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall not authorize or permit its or its Subsidiaries’ Employees, stockholders, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal for an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Each Equity Holder and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, “

Acquisition Proposals; No Solicitation. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date, the Company and each Equity Holder Member each agrees that neither it nor any of its Subsidiaries Affiliates nor any of the officers and directors of it or its Subsidiaries Affiliates shall, and that it shall not authorize or permit its or and its SubsidiariesAffiliates’ Employeesemployees, stockholders, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its SubsidiariesAffiliates) to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal for an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract Contract, agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Each Equity Holder The Company and its Subsidiaries Affiliates will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, “

Acquisition Proposals; No Solicitation. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each Equity Holder agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of its Subsidiaries shallThe Stockholder shall not, and that it shall not authorize the Stockholder’s Representatives, at the Stockholder’s direction or permit its or its Subsidiaries’ Employeeson the Stockholder’s behalf, stockholders, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) towill not, directly or indirectly: , (i) initiate, solicit, initiate, propose or knowingly encourage or knowingly facilitate the making of any inquiries with respect to, or the making, submission or announcement of, any offer or proposal for an Acquisition Proposal; , (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish provide to any Person any nonpublic information with respect or data concerning the Company or any of its Subsidiaries relating to, any Acquisition Proposal; , (iii) engage enter into any letter of intent, agreement in principle, merger agreement or other similar agreement with any person relating to an Acquisition Proposal or (iv) form or become a member of a “group” (as such term is defined under the Exchange Act) with respect to any equity interests of the Company for the purpose of engaging in any of the foregoing activities or opposing or competing with or taking any actions inconsistent with this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, in each case except to the extent that at such time the Company is permitted to take any such action pursuant to the Merger Agreement (but subject to the same restrictions applicable to the Company with respect to the taking of such action under the Merger Agreement). The Stockholder shall, and the Stockholder’s Representatives, at the Stockholder’s direction or on the Stockholder’s behalf, shall immediately cease all discussions and negotiations with any Person that may be ongoing with respect to any Acquisition Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Each Equity Holder and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, “.

Acquisition Proposals; No Solicitation. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each Equity Holder agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of its Subsidiaries shallSuch Stockholder shall not, and that it shall not authorize such Stockholder’s Representatives, at such Stockholder’s direction or permit its or its Subsidiaries’ Employeeson such Stockholder’s behalf, stockholders, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) towill not, directly or indirectly: , (i) initiate, solicit, initiate, propose or knowingly encourage or knowingly facilitate the making of any inquiries with respect to, or the making, submission or announcement of, any offer or proposal for an Acquisition Proposal; , (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish provide to any Person any nonpublic information with respect or data concerning the Company or any of its Subsidiaries relating to, any Acquisition Proposal; , (iii) engage enter into any letter of intent, agreement in principle, merger agreement or other similar agreement with any person relating to an Acquisition Proposal or (iv) form or become a member of a “group” (as such term is defined under the Exchange Act) with respect to any equity interests of the Company for the purpose of engaging in any of the foregoing activities or opposing or competing with or taking any actions inconsistent with this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, in each case except to the extent that at such time the Company is permitted to take any such action pursuant to the Merger Agreement (but subject to the same restrictions applicable to the Company with respect to the taking of such action under the Merger Agreement). Such Stockholder shall, and such Stockholder’s Representatives, at such Stockholder’s direction or on such Stockholder’s behalf, shall immediately cease all discussions and negotiations with any Person that may be ongoing with respect to any Acquisition Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Each Equity Holder and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, “.

Acquisition Proposals; No Solicitation. In consideration of the substantial expenditure of time, effort, and expense undertaken by AHI and the Purchaser in connection with the negotiation and execution of this Agreement, the Seller and the Companies, jointly and severally, agree that unless this Agreement has been terminated by the mutual agreement of the parties, neither the Seller, nor any of the Companies nor the Company Subsidiaries, nor their respective Affiliates, representatives, employees or agents (acollectively, "Agents") During the period from will, between the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each Equity Holder agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of its Subsidiaries shall, and that it shall not authorize or permit its or its Subsidiaries’ Employees, stockholders, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) toClosing, directly or indirectly: , (i) solicit, initiateencourage, knowingly encourage negotiate, or knowingly facilitate accept any inquiries with respect proposal (whether solicited or unsolicited) for, or execute any agreement relating to, a sale of all or any part of the Securities, the Companies, or the makingCompany Subsidiaries, submission or announcement oftheir respective assets or a sale of any equity or debt security of the Seller or any of the Companies or the Company Subsidiaries or any merger, consolidation, combination, recapitalization, sale of any offer asset or proposal for other transaction involving any of the Companies or the Company Subsidiaries with any other party (any of the foregoing is referred to as an "Acquisition Proposal; "), or (ii) participate in provide any discussions information regarding any of the Companies or negotiations regarding, or furnish the Company Subsidiaries to any Person third party for the purpose of soliciting, encouraging or negotiating an Acquisition Proposal (it being understood that nothing contained in clauses (i) or (ii) above shall restrict the Seller or any nonpublic of its Agents from providing information with respect toas required by legal process). In addition, the Seller and each of the Companies shall promptly notify the Purchaser in writing of any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any third party's Acquisition Proposal, except as or communication in connection with any potential Acquisition Proposal, to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document Seller or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Each Equity Holder of the Companies, together with all relevant terms and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, “conditions thereof.

Acquisition Proposals; No Solicitation. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms The Selling Parties shall not directly or the Effective Time, each Equity Holder agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of its Subsidiaries shallindirectly, and that it shall not authorize or permit its or its Subsidiaries’ Employees, stockholders, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) their Representatives directly or indirectly to, directly or indirectly: (i) solicit, initiate, knowingly encourage encourage, induce or knowingly facilitate any inquiries with respect to, or the making, submission or announcement of, of any offer Acquisition Proposal or proposal for take any action that could reasonably be expected to lead to an Acquisition Proposal; , (ii) participate in furnish any discussions information regarding the Selling Parties, the Acquired Business or negotiations regarding, or furnish any portion of the Purchased Assets to any Person any nonpublic information in connection with respect to, any or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal; , (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; Proposal or (v) enter into any letter of intent or similar document or any contract agreement contemplating or commitment contemplating otherwise relating to any Acquisition Proposal or transaction contemplated thereby. Each Equity Holder and its Subsidiaries will immediately cease Transaction; provided, however, that any and all existing activities, discussions or negotiations with of the Selling Parties may engage in any third parties conducted heretofore of the actions described in the foregoing clauses (i) through (v) with respect to an unsolicited Acquisition Proposal from any Acquisition ProposalPerson if the board of directors of any Selling Party determines, in good faith after consultation with counsel, that the failure to engage in such conduct is reasonably likely to constitute a breach of the fiduciary or similar legal obligations of any of such boards of directors. For purposes Without limiting the generality of the foregoing, the Selling Parties acknowledge and agree that any action inconsistent with any of the provisions set forth in the preceding sentence by any Representative of a Selling Party, whether or not such Representative is purporting to act on behalf of a Selling Party, shall be deemed to constitute a Breach of this Agreement, “Section 7.5.

Acquisition Proposals; No Solicitation. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each Equity Holder agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of its Subsidiaries shall, and that it shall not authorize or permit its or its Subsidiaries’ Employeesemployees, stockholders, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal for an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Each Equity Holder and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, “