Common use of Acquisition Proposals; No Solicitation Clause in Contracts

Acquisition Proposals; No Solicitation. (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, Xxxxx shall not, and shall cause its officers, directors, employees, investment bankers, attorneys, agents and other advisors or representatives not to, directly or indirectly, (i) encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to any Person o (other than Acquiror or an affiliate or an associate of Acquiror) concerning any Acquisition Proposal (as defined below) or any proposal that could reasonably be expected to lead to any Acquisition Proposal, (ii) approve or recommend any Acquisition Proposal or enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Acquisition Proposal (or resolve to or publicly propose to do any of the foregoing) or (iii) otherwise take any action to assist or facilitate any Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, Xxxxx may (A) refer any party to this Section 5.2, (B) under circumstances in which Xxxxx has complied with all of its obligations under this Section 5.2(a), in response to an unsolicited Acquisition Proposal, furnish information and access, in response to unsolicited requests therefor, to any Person, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, and may participate in discussions and negotiations concerning such Acquisition Proposal if the Board of Directors of Xxxxx determines in its good faith judgment, after consultation with and receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal (as defined below); provided that prior to such provision of information or access or conduct of such additional discussions (I) such third party shall have entered into a confidentiality agreement in customary form that is no less favorable to Xxxxx than the Confidentiality Agreement (and containing additional provisions that expressly permit Xxxxx to comply with its disclosure obligations under this Agreement), a copy of which shall be provided promptly after its execution to Acquiror, (II) the Board of Directors of Xxxxx shall have determined in its good faith judgment, after consultation with and after receiving the advice of outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law and (III) Xxxxx has provided Acquiror at least three (3) business days prior written notice, and (C) to the extent applicable, comply with Rule 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal if in the good faith judgment of the Board of Directors of Xxxxx (after consultation with outside legal counsel) failure to do so would be inconsistent with its obligations under applicable Law; provided that the Board of Directors of Xxxxx shall not recommend that the stockholders of Xxxxx tender their Xxxxx Shares in connection with any tender offer or exchange offer unless the Board of Directors of Xxxxx determines in its good faith judgment, after consultation with and advice from its financial advisors and outside legal counsel, that such Acquisition Proposal is a Superior Proposal. Xxxxx shall immediately cease and cause to be terminated and shall cause its affiliates and its or their respective officers, directors, employees, investment bankers, attorneys, agents and other advisors and representatives, to terminate all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal and will cause any such parties (and their agents or advisors) in possession of confidential information regarding Xxxxx to return or destroy such information, and shall notify any such Person that Xxxxx is no longer seeking the making of any Acquisition Proposal from such Person and withdraws any request or consent theretofore given for the making of an Acquisition Proposal. Xxxxx shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Section 5.2.

Acquisition Proposals; No Solicitation. (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, Xxxxx shall not, and shall cause its officers, directors, employees, investment bankers, attorneys, agents and other advisors or representatives not to, directly or indirectly, (i) encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to any Person o (other than Acquiror or an affiliate or an associate of Acquiror) concerning any Acquisition Proposal (as defined below) or any proposal that could reasonably be expected to lead to any Acquisition Proposal, (ii) approve or recommend any Acquisition Proposal or enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Acquisition Proposal (or resolve to or publicly propose to do any of the foregoing) or (iii) otherwise take any action to assist or facilitate any Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, Xxxxx may (A) refer any party to this Section 5.2, (B) under circumstances in which Xxxxx has complied with all of its obligations under this Section 5.2(a), in response to an unsolicited Acquisition Proposal, furnish information and access, in response to unsolicited requests therefor, to any Person, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, and may participate in discussions and negotiations concerning such Acquisition Proposal if the Board of Directors of Xxxxx determines in its good faith judgment, after consultation with and receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal (as defined below); provided that prior to such provision of information or access or conduct of such additional discussions (I) such third party shall have entered into a confidentiality agreement in customary form that is no less favorable to Xxxxx than the Confidentiality Agreement (and containing additional provisions that expressly permit Xxxxx to comply with its disclosure obligations under this Agreement), a copy of which shall be provided promptly after its execution to Acquiror, (II) the Board of Directors of Xxxxx shall have determined in its good faith judgment, after consultation with and after receiving the advice of outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law and (III) Xxxxx has provided Acquiror at least three (3) business days prior written notice, and (C) to the extent applicable, comply with Rule 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal if in the good faith judgment of the Board of Directors of Xxxxx (after consultation with outside legal counsel) failure to do so would be inconsistent with its obligations under applicable Law; provided that the Board of Directors of Xxxxx shall not recommend that the stockholders of Xxxxx tender their Xxxxx Shares in connection with any tender offer or exchange offer unless the Board of Directors of Xxxxx determines in its good faith judgment, after consultation with and advice from its financial advisors and outside legal counsel, that such Acquisition Proposal is a Superior Proposal. Xxxxx shall immediately cease and cause to be terminated and shall cause its affiliates and its or their respective officers, directors, employees, investment bankers, attorneys, agents and other advisors and representatives, to terminate all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal and will cause any such parties (and their agents or advisors) in possession of confidential information regarding Xxxxx to return or destroy such information, and shall notify any such Person that Xxxxx is no longer seeking the making of any Acquisition Proposal from such Person and withdraws any request or consent theretofore Agreement and Plan of Merger given for the making of an Acquisition Proposal. Xxxxx shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Section 5.2.

Acquisition Proposals; No Solicitation. (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, Xxxxx OPTA shall not, and shall cause its officerswill direct each officer, directorsdirector, employees, investment bankers, attorneys, agents representative and other advisors or representatives agent of OPTA and each OPTA Subsidiary not to, (a) directly or indirectly, (i) encourage, solicit, participate in or initiate discussions any inquiries regarding or negotiations with the submission from any corporation, partnership, person or provide any information to any Person o other entity or group (other than Acquiror ACQUIROR or an affiliate or an associate of AcquirorACQUIROR) concerning any offers or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the OPTA Shares, or similar transactions involving OPTA or any OPTA Subsidiary (an “Acquisition Proposal Proposal”); (b) except as defined permitted below) , participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that could reasonably be expected to lead to constitutes any Acquisition Proposal, ; or (iic) approve or recommend enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Acquisition Proposal (approve or resolve to or publicly propose to do approve any of the foregoing) or (iii) otherwise take any action to assist or facilitate any Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, Xxxxx may OPTA may, (Ai) refer any party to this Section 5.2, (Bii) under circumstances in which Xxxxx has complied with all of its obligations under this Section 5.2(a), in response to an unsolicited Acquisition Proposaldirectly or indirectly, furnish information and access, in response to unsolicited requests therefor, therefor to any Personcorporation, partnership, person or other entity or group, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning such any Acquisition Proposal if the Board board of Directors of Xxxxx directors determines in its good faith judgment, after consultation with and receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal is is, or reasonably could result in, a Superior Proposal (as defined below); provided that prior to such provision of information or access or conduct of such additional discussions (I) such third party shall have entered into a confidentiality agreement in customary form that is no less favorable to Xxxxx than the Confidentiality Agreement (and containing additional provisions that expressly permit Xxxxx to comply with its disclosure obligations under this Agreement), a copy of which shall be provided promptly after its execution to Acquiror, (II) the Board of Directors of Xxxxx shall have determined in its good faith judgment, after consultation with and after receiving the advice of outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law and (III) Xxxxx has provided Acquiror at least three (3) business days prior written notice, and (Ciii) to the extent applicable, comply with Rule 14e-2 or 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal Proposal. OPTA shall promptly notify ACQUIROR if it shall, on or after the date hereof, have entered into a confidentiality agreement with any third party in the good faith judgment of the Board of Directors of Xxxxx (after consultation with outside legal counsel) failure response to do so would be inconsistent with its obligations under applicable Law; provided that the Board of Directors of Xxxxx shall not recommend that the stockholders of Xxxxx tender their Xxxxx Shares any unsolicited request for information and access in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any tender offer or exchange offer unless Acquisition Proposal having terms that the Board board of Directors of Xxxxx directors determines in its good faith judgment, after consultation having consulted with and advice from its financial advisors advisor and outside legal counsel, that such Acquisition Proposal is a Superior Proposal. Xxxxx shall immediately cease and cause to be terminated more favorable to OPTA’s stockholders than the Offer and shall cause its affiliates and its or their respective officers, directors, employees, investment bankers, attorneys, agents and other advisors and representatives, to terminate all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal and will cause any such parties (and their agents or advisors) in possession of confidential information regarding Xxxxx to return or destroy such information, and shall notify any such Person that Xxxxx is no longer seeking the making of any Acquisition Proposal from such Person and withdraws any request or consent theretofore given for the making of an Acquisition Proposal. Xxxxx shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Section 5.2Merger.

Acquisition Proposals; No Solicitation. (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, Xxxxx Cxxxx shall not, and shall cause its officers, directors, employees, investment bankers, attorneys, agents and other advisors or representatives not to, directly or indirectly, (i) encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to any Person o (other than Acquiror or an affiliate or an associate of Acquiror) concerning any Acquisition Proposal (as defined below) or any proposal that could reasonably be expected to lead to any Acquisition Proposal, (ii) approve or recommend any Acquisition Proposal or enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Acquisition Proposal (or resolve to or publicly propose to do any of the foregoing) or (iii) otherwise take any action to assist or facilitate any Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, Xxxxx Cxxxx may (A) refer any party to this Section 5.2, (B) under circumstances in which Xxxxx Cxxxx has complied with all of its obligations under this Section 5.2(a), in response to an unsolicited Acquisition Proposal, furnish information and access, in response to unsolicited requests therefor, to any Person, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, and may participate in discussions and negotiations concerning such Acquisition Proposal if the Board of Directors of Xxxxx Cxxxx determines in its good faith judgment, after consultation with and receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal (as defined below); provided that prior to such provision of information or access or conduct of such additional discussions (I) such third party shall have entered into a confidentiality agreement in customary form that is no less favorable to Xxxxx Cxxxx than the Confidentiality Agreement (and containing additional provisions that expressly permit Xxxxx Cxxxx to comply with its disclosure obligations under this Agreement), a copy of which shall be provided promptly after its execution to Acquiror, (II) the Board of Directors of Xxxxx Cxxxx shall have determined in its good faith judgment, after consultation with and after receiving the advice of outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law and (III) Xxxxx Cxxxx has provided Acquiror at least three (3) business days prior written notice, and (C) to the extent applicable, comply with Rule 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal if in the good faith judgment of the Board of Directors of Xxxxx Cxxxx (after consultation with outside legal counsel) failure to do so would be inconsistent with its obligations under applicable Law; provided that the Board of Directors of Xxxxx Cxxxx shall not recommend that the stockholders of Xxxxx Cxxxx tender their Xxxxx Cxxxx Shares in connection with any tender offer or exchange offer unless the Board of Directors of Xxxxx Cxxxx determines in its good faith judgment, after consultation with and advice from its financial advisors and outside legal counsel, that such Acquisition Proposal is a Superior Proposal. Xxxxx Cxxxx shall immediately cease and cause to be terminated and shall cause its affiliates and its or their respective officers, directors, employees, investment bankers, attorneys, agents and other advisors and representatives, to terminate all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal and will cause any such parties (and their agents or advisors) in possession of confidential information regarding Xxxxx Cxxxx to return or destroy such information, and shall notify any such Person that Xxxxx Cxxxx is no longer seeking the making of any Acquisition Proposal from such Person and withdraws any request or consent theretofore given for the making of an Acquisition Proposal. Xxxxx Cxxxx shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Section 5.2.

Acquisition Proposals; No Solicitation. (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, Xxxxx OPTA shall not, and shall cause its officerswill direct each officer, directorsdirector, employees, investment bankers, attorneys, agents representative and other advisors or representatives agent of OPTA and each OPTA Subsidiary not to, (a) directly or indirectly, (i) encourage, solicit, participate in or initiate discussions any inquiries regarding or negotiations with the submission from any corporation, partnership, person or provide any information to any Person o other entity or group (other than Acquiror ACQUIROR or an affiliate or an associate of AcquirorACQUIROR) concerning any offers or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the OPTA Shares, or similar transactions involving OPTA or any OPTA Subsidiary (an “Acquisition Proposal Proposal”); (b) except as defined permitted below) , participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that could reasonably be expected to lead to constitutes any Acquisition Proposal, ; or (iic) approve or recommend enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Acquisition Proposal (approve or resolve to or publicly propose to do approve any of the foregoing) or (iii) otherwise take any action to assist or facilitate any Acquisition Proposal or any proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, Xxxxx may OPTA may, (Ai) refer any party to this Section 5.2, (Bii) under circumstances in which Xxxxx has complied with all of its obligations under this Section 5.2(a), in response to an unsolicited Acquisition Proposaldirectly or indirectly, furnish information and access, in Table of Contents response to unsolicited requests therefor, therefor to any Personcorporation, partnership, person or other entity or group, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning such any Acquisition Proposal if the Board board of Directors of Xxxxx directors determines in its good faith judgment, after consultation with and receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal is is, or reasonably could result in, a Superior Proposal (as defined below); provided that prior to such provision of information or access or conduct of such additional discussions (I) such third party shall have entered into a confidentiality agreement in customary form that is no less favorable to Xxxxx than the Confidentiality Agreement (and containing additional provisions that expressly permit Xxxxx to comply with its disclosure obligations under this Agreement), a copy of which shall be provided promptly after its execution to Acquiror, (II) the Board of Directors of Xxxxx shall have determined in its good faith judgment, after consultation with and after receiving the advice of outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Law and (III) Xxxxx has provided Acquiror at least three (3) business days prior written notice, and (Ciii) to the extent applicable, comply with Rule 14e-2 or 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal Proposal. OPTA shall promptly notify ACQUIROR if it shall, on or after the date hereof, have entered into a confidentiality agreement with any third party in the good faith judgment of the Board of Directors of Xxxxx (after consultation with outside legal counsel) failure response to do so would be inconsistent with its obligations under applicable Law; provided that the Board of Directors of Xxxxx shall not recommend that the stockholders of Xxxxx tender their Xxxxx Shares any unsolicited request for information and access in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any tender offer or exchange offer unless Acquisition Proposal having terms that the Board board of Directors of Xxxxx directors determines in its good faith judgment, after consultation having consulted with and advice from its financial advisors advisor and outside legal counsel, that such Acquisition Proposal is a Superior Proposal. Xxxxx shall immediately cease and cause to be terminated more favorable to OPTA’s stockholders than the Offer and shall cause its affiliates and its or their respective officers, directors, employees, investment bankers, attorneys, agents and other advisors and representatives, to terminate all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal and will cause any such parties (and their agents or advisors) in possession of confidential information regarding Xxxxx to return or destroy such information, and shall notify any such Person that Xxxxx is no longer seeking the making of any Acquisition Proposal from such Person and withdraws any request or consent theretofore given for the making of an Acquisition Proposal. Xxxxx shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Section 5.2Merger.