Common use of Alternative Acquisition Proposals Clause in Contracts

Alternative Acquisition Proposals. From the date hereof until the Expiration Date, each Supporting Party agrees that such Person shall not, and shall not authorize or permit its Representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage, support, facilitate or induce the making, submission or public announcement of any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or knowingly take any other action regarding, any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, term sheet or any other agreement, understanding or contract (whether binding or not) contemplating or otherwise relating to any Acquisition Proposal; (iv) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (v) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the Purchaser, the approval of such Supporting Party’s board of directors (if any) of this Agreement or (vi) resolve, propose or agree to do any of the following. In addition, each Supporting Party shall, and shall cause its subsidiaries (if applicable) to, and each shall cause their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person, conducted prior to or on the date of this Agreement, with respect to any Acquisition Proposal. Each Supporting Party agrees that such Person shall promptly inform such Person’s Representatives of the obligations undertaken in this ‎Section 5.

Alternative Acquisition Proposals. From the date hereof until the Expiration Date, each Supporting Party Securityholder agrees that such Person shall not, and shall not authorize or permit its Representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage, support, facilitate or induce the making, submission or public announcement of any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or knowingly take any other action regarding, any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; , (iii) enter into any agreement in principle, letter of intent, term sheet or any other agreement, understanding or contract (whether binding or not) contemplating or otherwise relating to any Acquisition Proposal; , (iv) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (v) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the Purchaser, the approval of such Supporting PartySecurityholder’s board of directors (if any) of this Agreement or (vi) resolve, propose or agree to do any of the following. In addition, each Supporting Party Securityholder shall, and shall cause its subsidiaries (if applicable) to, and each shall cause their respective Representatives to, immediately cease any and all existing discussions or negotiations with any Person, Person conducted prior to or on the date of this Agreement, Agreement with respect to any Acquisition Proposal. Each Supporting Party Securityholder agrees that such Person shall promptly inform such Person’s Representatives of the obligations undertaken in this ‎Section 56.