Common use of Go-Shop; No Solicitation Clause in Contracts

Go-Shop; No Solicitation. (a) During the period commencing on the date of this Agreement and ending at 4:59 p.m. (New York time) on January 29, 2014 (the “Go-Shop Period”), the Company and its Subsidiaries’ respective directors, officers, employees, consultants, advisors (including its investment bankers, attorneys, accountants, consultants and financial advisors) (collectively, “Representatives”) retained in connection with the Transactions shall be permitted to, directly or indirectly (x) continue to solicit, initiate, encourage and facilitate any inquiry, discussion, offer or request from a Qualified Pre-Existing Bidder that constitutes, or could reasonably be expected to lead to, a Takeover Proposal, (y) grant a waiver or terminate any “standstill” or similar obligation of a Qualified Pre-Existing Bidder with respect to the Company or any of its Subsidiaries to allow such Person to submit a Takeover Proposal in compliance with this Section 6.3 and (z) continue to engage in discussions and negotiations with, and furnish non-public information relating to the Company and its Subsidiaries and afford access to the books and records of the Company and its Subsidiaries to any Qualified Pre-Existing Bidder in connection with a Takeover Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Takeover Proposal; provided, that the Company has previously provided or made available (or concurrently provides or makes available) such information to Parent. The Company (i) shall advise Parent orally and in writing of the receipt by the Company or any of its Subsidiaries, or any of its or their respective Representatives, of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations from any Qualified Pre-Existing Bidder regarding any Takeover Proposal, specifying the material terms and conditions thereof and the identity of the Qualified Pre-Existing Bidder making the Takeover Proposal or request, (ii) deliver to Parent unredacted copies of all proposed transaction documents received by the Company or any of its Representatives from any such Qualified Pre-Existing Bidder or its Representatives relating to any such Takeover Proposal, and (iii) advise Parent orally and in writing of any material modifications to the financial or other material terms and conditions of such Takeover Proposal and any material developments, discussions or negotiations regarding any Takeover Proposal, in each case on a current basis (and in any event within twenty-four (24) hours) of the Company’s receipt thereof. The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Qualified Pre-Existing Bidder which prohibits the Company from providing such information to Parent and shall otherwise keep Parent informed on a current basis (and in any event within twenty-four (24) hours) of the status of any discussions or negotiations and of any modifications to such inquiries, proposals or offers, including any change in the Company’s intentions as previously stated.

Go-Shop; No Solicitation. (a) During Notwithstanding anything to the contrary contained in this Agreement, during the period commencing on the date of this Agreement and ending at 4:59 continuing until 11:59 p.m. (New York Jacksonville time) on January 29, 2014 the date that is (i) thirty (30) calendar days following the date of this Agreement (the “GoNo-Shop PeriodPeriod Start Date”), the Company Company, its Subsidiaries and its Subsidiaries’ their respective directors, officers, employeesdirectors or employees or any affiliate, consultantsinvestment banker, advisors (including its investment bankersfinancial advisor, attorneysattorney, accountants, consultants and financial advisors) accountant or other representative (collectively, “Representatives”” ) retained in connection with shall have the Transactions shall be permitted to, directly or indirectly right to (xa) continue to solicit, initiate, induce or encourage and facilitate any inquiry, discussion, offer or request from a Qualified Pre-Existing Bidder that constitutesAcquisition Proposals, or facilitate the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representatives, or encourage, facilitate or assist, any proposal, inquiry or offer that could reasonably be expected to lead to, a Takeover to an Acquisition Proposal, (y) grant a waiver including by furnishing to any Person or terminate its Representatives any “standstill” or similar obligation of a Qualified Prenon-Existing Bidder with respect public information relating to the Company or any of its Subsidiaries or by affording to allow such any Person or its Representatives access to submit a Takeover Proposal the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in compliance with this Section 6.3 each case subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement; (zb) continue to enter into, participate in or engage in discussions and or negotiations with, and furnish non-public information relating with any Person or its Representatives with respect to the Company and its Subsidiaries and afford access to the books and records of the Company and its Subsidiaries to any Qualified Pre-Existing Bidder in connection with a Takeover an Acquisition Proposal or any inquiry, discussion, offer or request proposal that could reasonably be expected to lead to a Takeover an Acquisition Proposal; providedand (c) otherwise cooperate with, assist, participate in or facilitate any Acquisition Proposal or any proposal that the Company has previously provided or made available (or concurrently provides or makes available) such information could reasonably be expected to Parentlead to an Acquisition Proposal. The Company (i) shall advise Parent orally and in writing of the receipt by the Company or any of its Subsidiaries, or any of its or their respective Representatives, of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations from any Qualified Pre-Existing Bidder regarding any Takeover Proposal, specifying the material terms and conditions thereof and the identity of the Qualified Pre-Existing Bidder making the Takeover Proposal or request, (ii) deliver to Parent unredacted copies of all proposed transaction documents received by the Company or any of its Representatives from any such Qualified Pre-Existing Bidder or its Representatives relating to any such Takeover Proposal, and (iii) advise Parent orally and in writing of any material modifications to the financial or other material terms and conditions of such Takeover Proposal and any material developments, discussions or negotiations regarding any Takeover Proposal, in each case on a current basis will substantially concurrently (and in any event within twenty-four (24) hours) make available to Parent any non-public information concerning the Company and its Subsidiaries that is provided by or on behalf of the Company’s receipt thereof. The Company shall not, and shall cause company to any Person or its Subsidiaries Representatives pursuant to this Section 5.3(a) that was not to, enter into any confidentiality agreement with any Qualified Pre-Existing Bidder which prohibits the Company from providing such information previously made available to Parent and shall otherwise keep Parent informed on a current basis (and in not provide to any event within twentysuch Person any non-four (24) hours) public information of the status or relating to Parent, Merger Sub or any of any discussions their respective affiliates or negotiations and of any modifications to such inquiries, proposals or offers, including any change in the Company’s intentions as previously stated.Representatives. 31

Go-Shop; No Solicitation. (a) During Each Stockholder hereby covenants and agrees that, from and after the period commencing on the date of this Agreement and ending at 4:59 p.m. (New York time) on January 29, 2014 (the “GoNo-Shop Period”)Period Start Date until the Termination Date, the Company except as expressly contemplated by this Proxy and Agreement, such Stockholder will not, and will cause its Subsidiaries’ respective directors, officers, employees, consultants, advisors (including its investment bankers, attorneys, accountants, consultants and financial advisors) (collectively, “Representatives”) retained in connection with the Transactions shall be permitted Representatives not to, directly or indirectly (xi) continue to solicit, initiate, encourage and propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiry, discussion, offer Inquiry or request from a Qualified Pre-Existing Bidder proposal that constitutes, or could would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any person other than Parent, Merger Sub, and their respective affiliates (each such person, a Takeover Proposal“Third Party”), (y) grant a waiver or terminate any “standstill” or similar obligation of a Qualified Prenon-Existing Bidder with respect public information relating to such Stockholder, its Covered Shares, the Company or any of its Subsidiaries or afford to allow such Person any Third Party access to submit a Takeover Proposal in compliance with this Section 6.3 and (z) continue to engage in discussions and negotiations withthe properties, and furnish assets, books, records or other non-public information relating information, or to the Company and its Subsidiaries and afford access to the books and records any personnel, of the Company and or its Subsidiaries Subsidiaries, in any such case with the intent to any Qualified Pre-Existing Bidder in connection with a Takeover induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any inquiry, discussion, Inquiries or the making of any proposal or offer or request that could would reasonably be expected to lead to a Takeover an Acquisition Proposal; provided, that the Company has previously provided or made available (or concurrently provides or makes available) such information to Parent. The Company (i) shall advise Parent orally and in writing of the receipt by the Company or any of its Subsidiaries, or any of its or their respective Representatives, of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations from any Qualified Pre-Existing Bidder regarding any Takeover Proposal, specifying the material terms and conditions thereof and the identity of the Qualified Pre-Existing Bidder making the Takeover Proposal or request, (ii) deliver to Parent unredacted copies of all proposed transaction documents received by the Company or any of its Representatives from any such Qualified Pre-Existing Bidder or its Representatives relating to any such Takeover Proposal, and (iii) advise Parent orally and participate or engage in writing discussions, communications or negotiations with any Third Party with respect to an Acquisition Proposal or Inquiry (other than informing such Third Parties of the provisions contained in this Section 3.3); (iv) approve, endorse or recommend any material modifications proposal that constitutes or would reasonably be expected to the financial lead to, an Acquisition Proposal; (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other material terms and conditions Contract relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of such Takeover Proposal and any material developments, discussions or negotiations regarding any Takeover Proposalthe foregoing, in each case on a current basis (except to the same extent that the Company is permitted to engage in, or take, any of the foregoing activities pursuant to and in any event within twenty-four (24) hours) compliance with Section 5.3 of the Company’s receipt thereofMerger Agreement. The Company shall not, Each Stockholder hereby represents and shall cause its Subsidiaries warrants that such Stockholder has read Section 5.3 of the Merger Agreement and agrees not to, enter into any confidentiality agreement with any Qualified Pre-Existing Bidder which prohibits the Company from providing such information to Parent and shall otherwise keep Parent informed on a current basis (and facilitate or participate in any event within twenty-four (24) hours) of the status of any discussions or negotiations and of any modifications to such inquiries, proposals or offers, including any change in the Company’s intentions as previously statedactions prohibited thereby.

Go-Shop; No Solicitation. (a) During Notwithstanding anything to the contrary contained in this Agreement, during the period commencing beginning on the date of this Agreement and ending at 4:59 continuing until 11:59 p.m. (New York Eastern time) on January 29, 2014 the 35th calendar day after the date of this Agreement (the “Go-Shop Period”), the Company Seller and its Subsidiaries’ Subsidiaries and their respective directors, officers, employees, consultants, advisors (including its investment bankers, attorneys, accountants, consultants and financial advisors) (collectively, “Representatives”) retained in connection with Representatives shall have the Transactions shall be permitted toright, directly or indirectly indirectly, to: (xi) continue to initiate, solicit, initiatefacilitate and encourage (publicly or otherwise) any inquiry or the making of any proposals or offers that could constitute Acquisition Proposals, encourage and facilitate any inquiry, discussion, offer or request from a Qualified Pre-Existing Bidder that constitutes, or could reasonably be expected including by way of providing access to lead to, a Takeover Proposal, (y) grant a waiver or terminate any “standstill” or similar obligation of a Qualified Pre-Existing Bidder with respect to the Company or any of its Subsidiaries to allow such Person to submit a Takeover Proposal in compliance with this Section 6.3 and (z) continue to engage in discussions and negotiations with, and furnish non-public information relating to the Company any Person and its Subsidiaries and afford access to the books and records of the Company Representatives, its Affiliates and its Subsidiaries prospective equity and debt financing sources pursuant to (but only pursuant to) a confidentiality agreement that contains terms limiting the use and disclosure of non-public information and imposing standstill obligations that, in each case, are not less favorable in the aggregate to Seller than those contained in the Confidentiality Agreement and that complies with the last sentence of this clause (a) (it being understood that such confidentiality agreement need not prohibit the making or amendment of an Acquisition Proposal privately, and that Seller may waive any Qualified Pre-Existing Bidder such terms in connection any existing confidentiality agreements) (an “Acceptable Confidentiality Agreement”); provided that (A) Seller shall make available to Buyer (through an electronic data site or otherwise) concurrently with a Takeover Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Takeover Proposal; provided, that the Company has previously provided or made available (or concurrently provides or makes available) providing such information to Parent. The Company any such Person(s), any non-public information concerning the Business that Seller provides to any Person given such access that was not previously made available to Buyer, (iB) shall advise Parent orally and in writing of promptly disclose to Buyer the receipt by the Company or any of its Subsidiaries, or any of its or their respective Representatives, name of any bona fide inquiriessuch Person(s) entering into an Acceptable Confidentiality Agreement, and (C) shall promptly disclose to Buyer the name of any Person who has previously entered into a confidentiality agreement with Seller and who, after the date of this Agreement, requests information or otherwise engages with Seller in any manner related to the making of any proposals or offersoffers that could constitute Acquisition Proposals, requests for information and (ii) engage or requests for enter into, continue or otherwise participate in any discussions or negotiations from with any Qualified Pre-Existing Bidder regarding Person or Group and their Representatives and their prospective equity and debt financing sources with respect to any Takeover ProposalAcquisition Proposals or otherwise cooperate with or assist or participate in, specifying the material terms and conditions thereof and the identity of the Qualified Pre-Existing Bidder making the Takeover Proposal or request, (ii) deliver to Parent unredacted copies of all proposed transaction documents received by the Company or any of its Representatives from facilitate any such Qualified Pre-Existing Bidder or its Representatives relating to any such Takeover Proposalinquiries, and (iii) advise Parent orally and in writing of any material modifications to the financial or other material terms and conditions of such Takeover Proposal and any material developmentsproposals, discussions or negotiations regarding or any Takeover Proposal, in each case on a current basis (effort or attempt to make any Acquisition Proposals. Seller agrees that it and in any event within twenty-four (24) hours) of the Company’s receipt thereof. The Company shall not, and shall cause its Subsidiaries will not to, enter into any confidentiality agreement or other agreement with any Qualified Pre-Existing Bidder Person subsequent to the date hereof which prohibits the Company Seller from providing such any information to Parent and shall otherwise keep Parent informed on a current basis (and Buyer in any event within twenty-four (24) hours) of the status of any discussions or negotiations and of any modifications to such inquiries, proposals or offers, including any change in the Company’s intentions as previously statedaccordance with this Section 5.18.

Go-Shop; No Solicitation. (a) During the period commencing on the date of this Agreement and ending at 4:59 p.m. (New York time) on January 29, 2014 (the “Go-Shop Period”) beginning on the date hereof and, except as may be extended for Excluded Parties in accordance with this Section 6.4(a), continuing until 11:59 p.m., New York City Time on August 21, 2024 (the “No-Shop Period Start Date”), the Company Paramount Special Committee and its Subsidiaries’ Representatives (or Paramount and its Subsidiaries and their respective directorsRepresentatives, officers, employees, consultants, advisors (including its investment bankers, attorneys, accountants, consultants and financial advisorsif acting at the direction of the Paramount Special Committee) (collectively, “Representatives”) retained in connection with shall have the Transactions shall be permitted right to, directly or indirectly indirectly, (xi) continue to solicit, initiate, encourage and facilitate any inquirypropose or induce the making, discussion, offer submission or request from a Qualified Pre-Existing Bidder that constitutesannouncement of, or encourage, facilitate or assist, any Acquisition Proposal and any proposal, inquiry or offer that could be reasonably be expected to lead to, a Takeover result in or constitute an Acquisition Proposal, (yii) grant a waiver or terminate any “standstill” or similar obligation of a Qualified Pre-Existing Bidder with respect subject to the Company or any of its Subsidiaries to allow such Person to submit a Takeover Proposal entry into, and solely in compliance with this Section 6.3 and (z) continue to engage in discussions and negotiations accordance with, and furnish an Acceptable Confidentiality Agreement, provide information (including non-public information and data) relating to the Company and Paramount or any of its Subsidiaries and afford access to the books and business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and Paramount or any of its Subsidiaries to any Qualified Pre-Existing Bidder Person and its Representatives, in connection any such case with a Takeover the intent to induce the making, submission or announcement of an Acquisition Proposal (or any inquiryinquiries, discussion, offer proposals or request offers or other efforts that could reasonably be expected to lead to a Takeover Proposalany Acquisition Proposals); provided, however that (1) the Company has previously Paramount Special Committee (or Paramount, acting at the direction of the Paramount Special Committee) also provides Skydance, prior to or substantially concurrently with the time such non-public information is provided or made available to such Person or its Representatives, any non-public information furnished to such other Person or its Representatives that was not previously furnished or made available to Skydance or its Representatives and (2) any competitively sensitive non-public information provided to any Person who is or concurrently provides who has one or makes available) such information to Parent. The Company (i) shall advise Parent orally and in writing more Affiliates that is a competitor of the receipt by the Company Paramount or any of its SubsidiariesSubsidiaries in connection with the actions permitted by this Section 6.4(a) shall be provided in accordance with customary “clean room” or other similar procedures as reasonably determined by the Paramount Special Committee (or Paramount, acting at the direction of the Paramount Special Committee) and (iii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Persons and their respective Representatives with respect to any Acquisition Proposals (or inquiries, proposals or offers or other efforts that could lead to any Acquisition Proposals), and cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any of effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or release under (A) any pre-existing standstill or similar provision to allow for a confidential Acquisition Proposal to be made to Paramount, the Paramount Special Committee or the Paramount Board or (B) any Takeover Laws to enable discussions and negotiations with the Paramount Special Committee and its Representatives (or Paramount and its Subsidiaries and their respective Representatives, if acting at the direction of any bona fide inquiriesthe Paramount Special Committee) and with NAI and its Representatives. In the event that the Paramount Special Committee and its Representatives (or Paramount and its Subsidiaries and their respective Representatives, proposals or offersif acting at the direction of the Paramount Special Committee) are engaged in substantive negotiations under an Acceptable Confidentiality Agreement with an Excluded Party, requests for information or requests for discussions or negotiations from any Qualified Pre-Existing Bidder regarding any Takeover Proposalthen the Paramount Special Committee may, specifying the material terms and conditions thereof and by written notice to Skydance (which notice shall include the identity of the Qualified Pre-Existing Bidder making the Takeover Proposal or request, (ii) deliver to Parent unredacted copies of all proposed transaction documents received by the Company or any of its Representatives from any such Qualified PreExcluded Party) on or before August 21, 2024, extend the Go-Existing Bidder or its Representatives relating Shop Period and the No-Shop Period Start Date with respect to any such Takeover ProposalExcluded Party (and only an Excluded Party) until September 5, and (iii2024 in order to continue to engage in the activities described in this Section 6.4(a) advise Parent orally and in writing of with any material modifications to the financial or other material terms and conditions of such Takeover Proposal and any material developments, discussions or negotiations regarding any Takeover Proposal, in each case on a current basis Excluded Party solely during such extended Go-Shop Period. The Paramount Special Committee shall promptly (and in any event within twenty-four (24) 24 hours) of notify Skydance in writing if any Excluded Party ceases to be an Excluded Party during the Company’s receipt thereof. The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Qualified Preextended Go-Existing Bidder which prohibits the Company from providing such information to Parent and shall otherwise keep Parent informed on a current basis (and in any event within twenty-four (24) hours) of the status of any discussions or negotiations and of any modifications to such inquiries, proposals or offers, including any change in the Company’s intentions as previously statedShop Period.

Go-Shop; No Solicitation. (a) During Notwithstanding anything to the contrary contained in this Agreement, during the period commencing on the date of this Agreement and ending at 4:59 continuing until 11:59 p.m. (New York City time) on January 29, 2014 the date that is (I) twenty-five (25) calendar days following the date of this Agreement (the “GoNo-Shop PeriodPeriod Start Date”) for any Person or “group” who is not an Excluded Party, or (II) in respect of any Excluded Party, ten (10) days after the No-Shop Period Start Date (the “Cut Off Date”), as applicable, the Company Company, its Subsidiaries and its Subsidiaries’ their respective directors, officers, employees, consultants, advisors (including its investment bankers, attorneys, accountants, consultants employees and financial advisors) (collectively, “Representatives”) retained in connection with other Representatives shall have the Transactions shall be permitted right to, directly or indirectly indirectly, (xi) continue to solicit, initiate, propose, facilitate, induce or encourage and facilitate any inquiry, discussion, offer or request from a Qualified Pre-Existing Bidder that constitutesAcquisition Proposals, or the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representatives, or encourage, facilitate or assist, any proposal, inquiry or offer that could lead to, result in or constitute an Acquisition Proposal, including by furnishing to any Person or its Representatives any non-public information relating to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case pursuant to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or otherwise participate or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could reasonably be expected to lead to, a Takeover Proposal, (y) grant a waiver result in or terminate any “standstill” or similar obligation of a Qualified Pre-Existing Bidder with respect to the Company or any of its Subsidiaries to allow such Person to submit a Takeover Proposal in compliance with this Section 6.3 and (z) continue to engage in discussions and negotiations with, and furnish non-public information relating to the Company and its Subsidiaries and afford access to the books and records of the Company and its Subsidiaries to any Qualified Pre-Existing Bidder in connection with a Takeover constitute an Acquisition Proposal or any inquiry, discussion, offer other effort or request attempt to make an Acquisition Proposal or other proposal that could reasonably be expected to lead to a Takeover to, result in or constitute an Acquisition Proposal; provided, that the Company has previously provided or made available (or concurrently provides or makes available) such information to Parent. The Company (i) shall advise Parent orally and in writing of the receipt by the Company or any of its Subsidiaries, or any of its or their respective Representatives, of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations from any Qualified Pre-Existing Bidder regarding any Takeover Proposal, specifying the material terms and conditions thereof and the identity of the Qualified Pre-Existing Bidder making the Takeover Proposal or request, (ii) deliver to Parent unredacted copies of all proposed transaction documents received by the Company or any of its Representatives from any such Qualified Pre-Existing Bidder or its Representatives relating to any such Takeover Proposal, and (iii) advise Parent orally and otherwise cooperate with, assist, participate in writing of or take any material modifications action to the financial facilitate any Acquisition Proposal or any other material terms and conditions of such Takeover Proposal and proposals that could lead to, result in or constitute any material developments, discussions or negotiations regarding any Takeover Acquisition Proposal, in each case on a current basis (and in any event within twenty-four (24) hours) of the Company’s receipt thereof. The Company shall not, will substantially concurrently make available to Parent or its Representatives any non-public information concerning the Company and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Qualified Pre-Existing Bidder which prohibits that is provided by the Company from providing such information to any Person or its Representatives pursuant to this Section 6.03(a) that was not previously made available to Parent and shall otherwise keep Parent informed on a current basis (and not provide to any such Person any non-public information of or relating to Parent, Merger Subsidiary or any of their respective Affiliates or Representatives. Notwithstanding anything contained in this Agreement to the contrary, the Company Board or any committee thereof may waive any standstill provisions in any event within twenty-four (24) hours) of agreement with any Person to the status of any discussions or negotiations and of any modifications extent such standstill provisions would prohibit such Person from making an Acquisition Proposal privately to such inquiries, proposals or offers, including any change in the Company’s intentions as previously statedCompany Board.