Common use of No Other Negotiations Clause in Contracts

No Other Negotiations. (a) The Company shall not, and shall not authorize, encourage or permit any of its officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) to, directly or indirectly: (i) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any Acquisition Proposal, (ii) furnish any nonpublic information regarding the Acquired Companies to any Person (other than Parent and its agents and advisors) in connection with or in response to any Acquisition Proposal (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iii) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Parent and its agents and advisors) to effect any Alternative Transaction, (v) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the Company and any Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, (vi) submit any Acquisition Proposal to the vote of any Company Securityholder or (vii) enter into any other transaction not in the Ordinary Course of Business, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 5.8(a).

No Other Negotiations. (a) The Subject to Section 7.8(b) hereof, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Subsidiaries and any Person acting on behalf of any Company Party not authorize, encourage or permit any of its officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) to, directly or indirectly: , (ia) solicit, initiate, continue or knowingly encourage, facilitate or induce the making, submission or announcement of any Acquisition Proposal, (ii) furnish any nonpublic information regarding the Acquired Companies to any Person (other than Parent and its agents and advisors) in connection with or in response to any Acquisition Proposal (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iii) enter into, participate in, entertain, maintain or continue any discussions or engage in negotiations with any Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to whether such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iv) otherwise cooperate with, facilitate or encourage any effort or attempt negotiations are initiated by any Person (Company Party or otherwise) or take any other than Parent and its agents and advisors) action intended or designed to effect facilitate the efforts of any Alternative TransactionPerson, (v) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the Company and any Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, (vi) submit any Acquisition Proposal relating to the vote of possible acquisition, recapitalization or other business combination involving any Company Securityholder Party (whether by way of merger, purchase of capital stock, purchase of assets or (viiotherwise) enter into or any other material portion of its capital stock or assets, or any transaction not in the Ordinary Course of Business, the consummation of which could would or would reasonably be expected to impede, interfere with, prevent or materially delay the Mergertransaction contemplated by this Agreement or which would or would reasonably be expected to materially dilute the benefits to Parent of the transaction contemplated by this Agreement (with any such efforts by any such Person to be referred to as "Acquisition Proposal"), (b) provide non-public information with respect to any Company Party to any Person, other than a Company Party's professional advisors, Parent or Parent's professional advisors, or (c) enter into an agreement with any Person, other than Parent and Purchaser, providing for a possible Acquisition Proposal. If any Company RepresentativeParty receives any inquiry, whether in his offer or her capacity as such or in any other capacityproposal relating to an Acquisition Proposal, takes any action that the Company is obligated pursuant to this Section 5.8(a) to shall, and shall cause such Company Representative not Party to, immediately notify Parent thereof, including information as to takethe identity of the party making any such inquiry, then offer or proposal and the Company shall be deemed for all purposes specific terms of this Agreement to have breached this Section 5.8(a)such inquiry, offer or proposal, as the case may be.

No Other Negotiations. (a) The Company From the Agreement Date until the earlier --------------------- of termination of this Agreement in accordance with Section 10 or the consummation of the Exchange, the THAWTE Shareholder shall cause THAWTE, its officers, directors and employees and the THAWTE Shareholder will not, and shall will not authorize, encourage or permit permit, any officer, director, employee, shareholder or affiliate of THAWTE, or any other person, on its officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) their behalf to, directly or indirectly: (i) solicit, initiatesolicit or encourage any offer from any party or consider any inquiries or proposals received from any other party, participate in any negotiations regarding, or knowingly encourage, facilitate or induce the making, submission or announcement of any Acquisition Proposal, (ii) furnish any nonpublic information regarding the Acquired Companies to any Person (other than Parent and its agents and advisors) in connection with or in response to person any Acquisition Proposal (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iii) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Parent and its agents and advisors) information with respect to any Alternative Transaction (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8)to, (iv) or otherwise cooperate with, facilitate or encourage any effort or attempt by any Person person (other than Parent and its agents and advisors) to effect VeriSign), concerning any agreement or transaction regarding the possible disposition of all or any substantial portion of the business, assets or capital stock of THAWTE or any THAWTE Subsidiary by merger, consolidation, reorganization, sale of assets, sale of stock, exchange, tender offer or any other form of business combination ("Alternative Transaction"). The THAWTE Shareholder will, (v) and will cause THAWTE to, promptly notify VeriSign orally and in writing of any such inquiries or proposals. In addition, neither THAWTE, nor the THAWTE Shareholder nor any THAWTE Subsidiary, shall execute, enter into or become bound by (a) any letter of intentintent or agreement or commitment between THAWTE and/or the THAWTE Shareholder and/or any THAWTE Subsidiary, memorandum of understandingon the one hand, other Contract or understanding between the Company and any Person (third party, on the other than Parent) hand, that is related toto an Alternative Transaction or (b) any agreement or commitment between THAWTE and/or the THAWTE Shareholder and/or any THAWTE Subsidiary, provides on the one hand, and a third party, on the other hand, providing for or concerns any an Alternative Transaction, (vi) submit any Acquisition Proposal to the vote of any Company Securityholder or (vii) enter into any other transaction not in the Ordinary Course of Business, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 5.8(a).

No Other Negotiations. (a) The As of the date of this Agreement, the Company has not entered into any agreement or understanding with, and has terminated all discussions with, any third party concerning an Alternative Acquisition (as defined below) including, without limitation, any agreement or understanding that would require the Company to notify any such third party of the terms of this Agreement. From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall not, and shall not authorize, encourage or permit any of its officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) to, directly or indirectly: , (ia) initiate, solicit, initiate, or knowingly encourage, facilitate negotiate, accept or induce the makingdiscuss any transaction or series of transactions with any Person, submission or announcement of any Acquisition Proposal, (ii) furnish any nonpublic information regarding the Acquired Companies to any Person (other than Parent and its agents and advisors) in connection with Affiliates involving any recapitalization, restructuring, financing, merger, consolidation, sale, non-ordinary course of business license or in response to any Acquisition Proposal (encumbrance or other than to respond to such Acquisition Proposal by indicating that business combination transaction or extraordinary corporate transaction of the Company is subject to this Section 5.8), (iii) enter into, participate in, entertain, maintain which would or continue any discussions or negotiations with any Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Parent and its agents and advisors) to effect any Alternative Transaction, (v) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the Company and any Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, (vi) submit any Acquisition Proposal to the vote of any Company Securityholder or (vii) enter into any other transaction not in the Ordinary Course of Business, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger. If Merger (any Company Representativesuch efforts by any such Person, whether in his or her capacity including a firm proposal to make such an acquisition, to be referred to as such or in any other capacityan “Alternative Acquisition”), takes any action that (b) provide information with respect to the Company is obligated pursuant to any Person, other than Parent and its Affiliates, relating to a possible Alternative Acquisition by any Person, other than Parent and its Affiliates, (c) enter into an agreement with any Person, other than Parent and its Affiliates, providing for a possible Alternative Acquisition, or (d) make or authorize any statement, recommendation or solicitation in support of any possible Alternative Acquisition by any Person, other than by Parent and its Affiliates; provided, however, that nothing in this Section 5.8(a) to cause such Company Representative not to take, then shall prevent the Company shall or its Board of Directors from taking any non-appealable, final action ordered to be deemed for all purposes taken by the Company or its subsidiaries by any court of this Agreement to have breached this Section 5.8(a)competent jurisdiction.

No Other Negotiations. (a) The Subject to Section 7.8(b) hereof, from and after the date of this -------------- Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Subsidiaries and any Person acting on behalf of any Company Party not authorize, encourage or permit any of its officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectively, “Company Representatives”) to, directly or indirectly: , (ia) solicit, initiate, continue or knowingly encourage, facilitate or induce the making, submission or announcement of any Acquisition Proposal, (ii) furnish any nonpublic information regarding the Acquired Companies to any Person (other than Parent and its agents and advisors) in connection with or in response to any Acquisition Proposal (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iii) enter into, participate in, entertain, maintain or continue any discussions or engage in negotiations with any Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to whether such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iv) otherwise cooperate with, facilitate or encourage any effort or attempt negotiations are initiated by any Person (Company Party or otherwise) or take any other than Parent and its agents and advisors) action intended or designed to effect facilitate the efforts of any Alternative TransactionPerson, (v) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the Company and any Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, (vi) submit any Acquisition Proposal relating to the vote of possible acquisition, recapitalization or other business combination involving any Company Securityholder Party (whether by way of merger, purchase of capital stock, purchase of assets or (viiotherwise) enter into or any other material portion of its capital stock or assets, or any transaction not in the Ordinary Course of Business, the consummation of which could would or would reasonably be expected to impede, interfere with, prevent or materially delay the Mergertransaction contemplated by this Agreement or which would or would reasonably be expected to materially dilute the benefits to Parent of the transaction contemplated by this Agreement (with any such efforts by any such Person to be referred to as "Acquisition Proposal"), (b) provide non-public -------------------- information with respect to any Company Party to any Person, other than a Company Party's professional advisors, Parent or Parent's professional advisors, or (c) enter into an agreement with any Person, other than Parent and Purchaser, providing for a possible Acquisition Proposal. If any Company RepresentativeParty receives any inquiry, whether in his offer or her capacity as such or in any other capacityproposal relating to an Acquisition Proposal, takes any action that the Company is obligated pursuant to this Section 5.8(a) to shall, and shall cause such Company Representative not Party to, immediately notify Parent thereof, including information as to takethe identity of the party making any such inquiry, then offer or proposal and the Company shall be deemed for all purposes specific terms of this Agreement to have breached this Section 5.8(a)such inquiry, offer or proposal, as the case may be.

No Other Negotiations. (a) The Commencing upon the execution and delivery of this letter agreement and continuing at all times until 11:59 p.m. (San Francisco time) on March 21, 2017 (the “Expiration Date”), the Company shall not, and shall not authorize, encourage directly or permit indirectly through any of its officers, directors, officers or other employees, stockholdersaffiliates, Affiliatesrepresentatives, agentsor other agents including its financial, legal or accounting advisors (including any attorneys, financial advisors, investment bankers or accountants) or other representatives (collectivelytogether, “Company Representatives”) to), directly or indirectly: (i) solicit, initiate, or seek, knowingly encourage, facilitate promote or induce the makingsupport any inquiry, submission proposal or announcement of any Acquisition Proposaloffer from, (ii) furnish any nonpublic non-public information regarding the Acquired Companies to any Person (other than Parent and its agents and advisors) in connection with Company to, or in response to any Acquisition Proposal (other than to respond to such Acquisition Proposal by indicating that the Company is subject to this Section 5.8), (iii) enter into, participate in, entertain, maintain or continue in any discussions or negotiations with with, in each case any Person corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other entity, person or group of any of the foregoing (other than Parent MaxLinear and its agents and advisorsRepresentatives) with respect to any Alternative Transaction (each, a “Third Party”) regarding an acquisition of 5% or more of the outstanding capital stock of or other than to respond to such Acquisition Proposal by indicating that equity interests in the Company is subject to this Section 5.8or any of its subsidiaries or 5% or more of the consolidated assets of the Company (including by way of any merger, consolidation, tender or exchange offer, recapitalization, extraordinary dividend or joint venture with or involving the Company or any of its subsidiaries or any acquisition, sale or transfer of any of the business, properties, securities, or assets of the Company or any of its subsidiaries), (iv) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Parent and its agents and advisors) to effect any Alternative Transaction, (v) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between similar transaction involving the Company and or any Person (other than Parent) of its subsidiaries that is related to, provides for or concerns any Alternative Transaction, (vi) submit any Acquisition Proposal to the vote of any Company Securityholder or (vii) enter into any other transaction not in the Ordinary Course of Business, the consummation of which could would reasonably be expected to prevent or materially impede, interfere with, prevent with or materially delay the Mergerconsummation the Transaction (an “Alternative Transaction”). If any The Company Representative, whether in his or her capacity as such or in any other capacity, takes hereby agrees that any action taken by one or more of its subsidiaries, or by its Representatives who are aware of the possible Transaction, that would constitute a breach of this letter agreement if taken by the Company is obligated pursuant to this Section 5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes will constitute a breach of this Agreement to have breached this Section 5.8(a)provision by the Company.