Common use of Acquisition Proposals; No Solicitation Clause in Contracts

Acquisition Proposals; No Solicitation. In consideration of the substantial expenditure of time, effort, and expense undertaken by the Purchaser in connection with the negotiation and execution of this Agreement, the Sellers agree that unless this Agreement has been terminated pursuant to the terms hereof or by the mutual agreement of the parties, neither the Sellers, nor their respective Affiliates, Representatives, employees or agents (collectively, “Agents”) will, between the date hereof and the earlier of the termination of this Agreement and the Closing, directly or indirectly, (i) assist, solicit, encourage, negotiate, or accept any proposal (whether solicited or unsolicited) (an “Acquisition Proposal”), for, or execute any agreement relating to, a sale of all or any part of the Shares, the Company, or their respective assets or a sale of any equity or debt security of the Company or any merger, consolidation, combination, recapitalization, sale of any material assets or other transaction involving any of the Company with any other party, or (ii) provide any information regarding any of the Company to any 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 of the Agents from providing information as required by legal process). In addition, the Sellers shall promptly notify the Purchaser in writing of any third party’s Acquisition Proposal, or communication in connection with any potential Acquisition Proposal, to the Seller or any of the Company, together with all relevant terms and conditions thereof.

Acquisition Proposals; No Solicitation. In consideration of the substantial expenditure of time, effort, and expense undertaken by the Purchaser in connection with the negotiation and execution of this Agreement, the Sellers agree Seller agrees that unless this Agreement has been terminated pursuant to the terms hereof or by the mutual agreement of the parties, neither the SellersSeller, nor their respective Affiliates, Representatives, employees or agents (collectively, “Agents”Agents ) will, between the date hereof and the earlier of the termination of this Agreement and the Closing, directly or indirectly, (i) assist, solicit, encourage, negotiate, receive, or accept any proposal (whether solicited or unsolicited) (an “Acquisition Proposal”Proposal ), for, or execute any agreement relating to, a sale of all or any part of the Shares, the Company, or their respective assets or a sale of any equity or debt security of the Company or any merger, consolidation, combination, recapitalization, sale of any material assets or other transaction involving any of the Company with any other party, or (ii) provide any information regarding any of the Company to any 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 of the Agents from providing information as required by legal process). In addition, the Sellers Seller shall promptly notify the Purchaser in writing of any third party’s party s Acquisition Proposal, or communication in connection with any potential Acquisition Proposal, to the Seller or any of the Company, together with all relevant terms and conditions thereof.

Acquisition Proposals; No Solicitation. In consideration of The Seller, the substantial expenditure of time, effortCompany, and expense undertaken by the Purchaser in connection with the negotiation Parent jointly and execution of this Agreementseverally, the Sellers agree that unless this Agreement has been terminated pursuant to the terms hereof or by the mutual agreement of the partiesin accordance with Section 9.1, neither the SellersSeller, the Company, the Parent, nor their respective Affiliates, Representativesrepresentatives, employees or agents (collectively, “"Agents”") will, between the date hereof and the earlier of the termination of this Agreement and the Closing, directly or indirectly, (i) assist, solicit, encourage, negotiate, encourage or accept negotiate any proposal (whether solicited or unsolicited) (an “Acquisition Proposal”), for, or execute any agreement relating to, a sale of all or any part of the Shares, the Company, or their respective assets Shares or a sale of any equity all or debt security substantially all of the Company assets of either of the Companies, or any merger, consolidation, combination, recapitalization, sale of any material assets recapitalization or other similar transaction involving either of the Companies with any other party (any of the Company with any other partyforegoing is referred to as an "Acquisition Proposal"), or (ii) provide any information regarding any either of the Company Companies to any 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 the Parent or any of the its Agents from providing information as required by legal process). In addition, the Sellers Seller, the Parent and the Company shall promptly notify the Purchaser Buyer in writing of the fact of any third party’s 's Acquisition Proposal, or communication in connection with any potential Acquisition Proposal, Proposal to the Seller or any of the Company, together with all relevant terms and conditions thereof.

Acquisition Proposals; No Solicitation. In consideration of the substantial expenditure of time, effort, and expense undertaken by the Purchaser in connection with the negotiation and execution of this Agreement, the Sellers agree Seller agrees that unless this Agreement has been terminated pursuant to the terms hereof or by the mutual agreement of the parties, neither the SellersSeller, nor their respective Affiliates, Representatives, employees or agents (collectively, “Agents”) will, between the date hereof and the earlier of the such termination of this Agreement and the Closing, directly or indirectly, (i) assist, solicit, encourage, negotiate, negotiate or accept any proposal (whether solicited or unsolicited) (an “Acquisition Proposal”), for, or execute any agreement relating to, a sale of all or any part of the Shares, the Company, or their respective assets or a sale of any equity or debt security of the Company or any merger, consolidation, combination, recapitalization, sale of any material assets or other transaction involving any of the Company with any other party, or (ii) provide any information regarding any of the Company to any 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 of the Agents from providing information as required by legal process). In addition, the Sellers Seller shall promptly notify the Purchaser in writing of any third party’s Acquisition Proposal, or communication in connection with any potential Acquisition Proposal, to the Seller or any of the Company, together with all relevant terms and conditions thereof.