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: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Parent) concerning any Alternative Transaction; (b) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is subject to this Section 5.6); (c) enter into, participate in, 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 inquiry, offer or proposal by indicating that the Company is subject to this Section 5.6); (d) 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; or (e) 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, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. 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 5.6(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 5.6(a).

No Other Negotiations. (a) The Company shall not, and shall not authorize, encourage authorize 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: (ai) solicit, initiate, or knowingly encourage, facilitate encourage or induce participate in the making, submission or announcement of any inquiryAcquisition Proposal, offer or proposal from any Person (other than Parent) concerning any Alternative Transaction; (bii) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction Acquisition Proposal (other than to respond to such inquiry, offer or proposal Acquisition Proposal by indicating that the Company is subject to this Section 5.65.7); , (ciii) enter into, participate in, maintain or continue any discussions or negotiations with any Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction Acquisition Proposal (other than to respond to such inquiry, offer or proposal Acquisition Proposal by indicating that the Company is subject to this Section 5.65.7); , (div) 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; or Acquisition Proposal, (ev) 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, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from (vi) submit any Person (other than Parent and its designees), the Company may, Acquisition Proposal to the extent it is required to do so by applicable fiduciary duties confirmed by advice vote of counsel to that effect, any Company Securityholder or (a “Superior Proposal”vii) enter into discussion any other transaction not in the Ordinary Course of Business, with the intent to impede, interfere with, prevent or transactions with or provide information to such Personmaterially delay the Merger. If any Company Representative, whether or not in his his, her or her its capacity as such or in any other capacitysuch, takes any action that the Company is obligated pursuant to this Section 5.6(a5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.6(a5.8(a).

No Other Negotiations. (ac) The Company Holdco shall not, and shall not authorize, knowingly encourage or permit any of its officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment bankers the other FNC Entities or accountants) their Affiliates or other representatives (collectively, “Company Representatives”) Representatives to, directly or indirectly, and shall direct each of its Representatives to not: (ai) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Parent) for, regarding or concerning any Alternative Transaction; Transaction (ban “Acquisition Proposal”), (ii) furnish any nonpublic information regarding the Company or its Subsidiaries FNC Entities to any Person (other than Parent and its agents and advisorsRepresentatives) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction Acquisition Proposal (other than to respond to such inquiry, offer or proposal Acquisition Proposal by indicating that the Company is FNC Entities are subject to this Section 5.65.11); , (ciii) enter into, participate in, 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 inquiry, offer or proposal Acquisition Proposal by indicating that the Company is FNC Entities are subject to this Section 5.65.11); , (div) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Parent and its agents and advisors) to effect affect any Alternative Transaction; , or (ev) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the Company any FNC Entity and any Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. If any Company Representativedirector, officer, or employee of an FNC Entity, whether in his or her capacity as such or in any other capacity, takes any action that the Company an FNC Entity is obligated pursuant to this Section 5.6(a) 5.11 to cause direct such Company Representative director, officer or employee not to take, then the Company Holdco shall be deemed for all purposes of this Agreement to have breached this Section 5.6(a)5.11.

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: (ai) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiryAcquisition Proposal, offer or proposal from any Person (other than Parent) concerning any Alternative Transaction; (bii) furnish any nonpublic information regarding the Company or its Subsidiaries Acquired Companies to any Person (other than Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction Acquisition Proposal (other than to respond to such inquiry, offer or proposal Acquisition Proposal by indicating that the Company is subject to this Section 5.65.8); , (ciii) 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 inquiry, offer or proposal Acquisition Proposal by indicating that the Company is subject to this Section 5.65.8); , (div) 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; or , (ev) 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, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from (vi) submit any Person (other than Parent and its designees), the Company may, Acquisition Proposal to the extent it is required to do so by applicable fiduciary duties confirmed by advice vote of counsel to that effect, any Company Securityholder or (a “Superior Proposal”vii) enter into discussion any other transaction not in the Ordinary Course of Business, the consummation of which could reasonably be expected to impede, interfere with, prevent or transactions with or provide information to such Personmaterially delay the Merger. If any Company Representative, whether in his his, her or her its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.6(a5.8(a) to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached its obligations under this Section 5.6(a5.8(a).

No Other Negotiations. (a) The No Company shall notPerson shall, and none of them 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: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiryAcquisition Proposal, offer or proposal from any Person (other than Parent) concerning any Alternative Transaction; (b) furnish any nonpublic information regarding the any Company or its Subsidiaries Person to any Person (other than Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction Acquisition Proposal (other than to respond to such inquiry, offer or proposal Acquisition Proposal by indicating that the Company is subject to this Section 5.65.8); , (c) 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 inquiry, offer or proposal Acquisition Proposal by indicating that the Company is subject to this Section 5.65.8); , (d) 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; , or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the any Company Person and any Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. 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 5.6(a5.8(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 5.6(a5.8(a).

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: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Parent) concerning any Alternative Transaction; (b) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is subject to this Section 5.65.7); (c) enter into, participate in, 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 inquiry, offer or proposal by indicating that the Company is subject to this Section 5.65.7); (d) 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; or (e) 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, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. 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 5.6(a5.7(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 5.6(a5.7(a).

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 Representatives (collectively, “Company Representatives”) to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than Parent) concerning any Alternative Transaction; (b) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than Parent and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is subject to this Section 5.65.8); (c) enter into, participate in, 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 inquiry, offer or proposal by indicating that the Company is subject to this Section 5.65.8); (d) 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; or (e) 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, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. If any Company RepresentativeRepresentatives, 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 5.6(a5.8(a) to cause such Company Representative Representatives not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 5.6(a5.8(a).

No Other Negotiations. (a) The Company and the Company Shareholders 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 Subsidiaries or accountants) or other representatives (collectively, “Company Representatives”) Representatives to, directly or indirectly: (a) solicit, initiate, or knowingly encourage, facilitate or induce the making, submission or announcement of any inquiry, offer or proposal from any Person (other than ParentBuyer) concerning any Alternative Transaction; (b) furnish any nonpublic information regarding the any Group Company or its Subsidiaries to any Person (other than Parent Buyer and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that the Company is subject to this Section 5.67.7); (c) enter into, participate in, entertain, maintain or continue any discussions or negotiations with any Person (other than Parent Buyer and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that the Company is subject to this Section 5.67.7); (d) otherwise cooperate with, facilitate or encourage any effort or attempt by any Person (other than Parent Buyer and its agents and advisors) to effect any Alternative Transaction; or (e) execute, enter into or become bound by any letter of intent, memorandum of understanding, other Contract or understanding between the any Group Company and any Person (other than ParentBuyer) that is related to, provides for or concerns any Alternative Transaction, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. 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 5.6(a7.7(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 5.6(a7.7(a).