Common use of No Shop Obligations of Each Shareholder Clause in Contracts

No Shop Obligations of Each Shareholder. (a) Each Shareholder shall, and each Shareholder shall cause each of its Representatives to, immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person that relate to any Acquisition Proposal or Acquisition Inquiry in respect of Marigold proposed on or prior to the date hereof. Each Shareholder agrees that, during the Voting Period, such Shareholder shall not, and such Shareholder shall cause its Representatives acting on its behalf not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold, (ii) furnish any non-public information regarding Marigold or any of its Subsidiaries (or such Shareholder’s Subject Shares, or any interest therein) to any Person who has made an Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold, (iii) engage in discussions or negotiations with any Person who has made any Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold (other than discussions in the ordinary course of business that are unrelated to an Acquisition Proposal or Acquisition Inquiry, which shall be permitted), (iv) approve, endorse or recommend any Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold or withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the transactions contemplated hereby, including the First Merger and Second Merger; or (v) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Transaction with respect to Marigold (“Restricted Activities”). A Shareholder shall promptly notify Montage and Marigold orally and in writing of any such Acquisition Proposal or Acquisition Inquiry received by the Shareholder in his or her capacity as a shareholder of Marigold (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all modifications thereto).

No Shop Obligations of Each Shareholder. (a) Each Shareholder shall, and each Shareholder shall cause each of its Representatives to, immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person that relate to any Acquisition Proposal or Acquisition Inquiry in respect of Marigold proposed on or prior to the date hereof. Each Shareholder agrees that, during the Voting Period, such Shareholder shall not, and such Shareholder shall use its reasonable best efforts to cause its Representatives acting on its behalf not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold, (ii) furnish any non-public information regarding Marigold or any of its Subsidiaries (or such Shareholder’s Subject Shares, or any interest therein) to any Person who has made an Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold, (iii) engage in discussions or negotiations with any Person who has made any Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold (other than discussions in the ordinary course of business that are unrelated to an Acquisition Proposal or Acquisition Inquiry, which shall be permitted), (iv) approve, endorse or recommend any Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold or withdraw or propose to withdraw its approval and recommendation in favor of this the Merger Agreement and the transactions contemplated herebythereby, including the First Merger and Second Merger; or (v) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Transaction with respect to Marigold (“Restricted Activities”). A Shareholder shall promptly notify Marigold and Montage and Marigold orally and in writing of any such Acquisition Proposal or Acquisition Inquiry received by the Shareholder in his or her its capacity as a shareholder of Marigold (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all modifications thereto).

No Shop Obligations of Each Shareholder. (a) Each Shareholder shall, and each Shareholder shall cause each of its Representatives to, immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person that relate to any Acquisition Proposal or Acquisition Inquiry in respect of Marigold Montage proposed on or prior to the date hereof. Each Shareholder agrees that, during the Voting Period, such Shareholder shall not, and such Shareholder shall cause its Representatives acting on its behalf not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal with respect to Marigold Montage or Acquisition Inquiry with respect to MarigoldMontage, (ii) furnish any non-public information regarding Marigold Montage or any of its Subsidiaries (or such Shareholder’s Subject Shares, or any interest therein) to any Person who has made an Acquisition Proposal with respect to Marigold Montage or Acquisition Inquiry with respect to MarigoldMontage, (iii) engage in discussions or negotiations with any Person who has made any Acquisition Proposal with respect to Marigold Montage or Acquisition Inquiry with respect to Marigold Montage (other than discussions in the ordinary course of business that are unrelated to an Acquisition Proposal or Acquisition Inquiry, which shall be permitted), (iv) approve, endorse or recommend any Acquisition Proposal with respect to Marigold Montage or Acquisition Inquiry with respect to Marigold Montage or withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the transactions contemplated hereby, including the First Merger and Second Merger; or (v) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Transaction with respect to Marigold Montage (“Restricted Activities”). A Shareholder shall promptly notify Montage and Marigold orally and in writing of any such Acquisition Proposal or Acquisition Inquiry received by the Shareholder in his or her its capacity as a shareholder of Marigold Montage (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all modifications thereto).

No Shop Obligations of Each Shareholder. (a) Each Shareholder shall, and each Shareholder shall cause each of its Representatives to, immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person that relate to any Acquisition Proposal or Acquisition Inquiry in respect of Marigold proposed on or prior to the date hereofXxxxx. Each Shareholder agrees that, during the Voting Period, such Shareholder shall not, and such Shareholder shall use its reasonable best efforts to cause its Representatives acting on its behalf not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal with respect to Marigold Xxxxx or Acquisition Inquiry with respect to MarigoldXxxxx, (ii) furnish any non-public information regarding Marigold Xxxxx or any of its Subsidiaries (or such Shareholder’s Subject Shares, or any interest therein) to any Person who has made an Acquisition Proposal with respect to Marigold Xxxxx or Acquisition Inquiry with respect to MarigoldXxxxx, (iii) engage in discussions or negotiations with any Person who has made any Acquisition Proposal with respect to Marigold Xxxxx or Acquisition Inquiry with respect to Marigold Xxxxx (other than discussions in the ordinary course of business that are unrelated to an Acquisition Proposal or Acquisition Inquiry, which shall be permitted), or (iv) approve, endorse or recommend any Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold or withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the transactions contemplated hereby, including the First Merger and Second Merger; or (v) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Transaction with respect to Marigold Xxxxx (“Restricted Activities”). A Shareholder shall promptly notify Montage Mercury and Marigold Xxxxx orally and in writing of any such Acquisition Proposal or Acquisition Inquiry received by the Shareholder in his or her capacity as a shareholder of Marigold (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all modifications thereto).

No Shop Obligations of Each Shareholder. (a) Each Shareholder shall, and each Shareholder shall cause each of its Representatives when acting on its behalf to, immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person (other than Parent or the Company or any other Shareholder) that relate to any Company Acquisition Proposal or Acquisition Inquiry in respect of Marigold the Company proposed on or prior to the date hereof. Each Shareholder agrees that, during the Voting Period, such Shareholder shall not, and such Shareholder shall cause its Representatives when acting on its behalf not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Company Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigoldthe Company, (ii) furnish any non-public information regarding Marigold the Company or any of its Subsidiaries (or such Shareholder’s Subject Shares, or any interest therein) to any Person who has made an a Company Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigoldthe Company, (iii) knowingly engage in discussions or negotiations with any Person who has made any Company Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold the Company (other than discussions in the ordinary course of business that are unrelated to an a Company Acquisition Proposal or Acquisition InquiryProposal, which shall be permitted), (iv) approve, endorse or recommend any Company Acquisition Proposal with respect to Marigold or Acquisition Inquiry with respect to Marigold the Company or withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the transactions contemplated hereby, including the First Merger and Second Merger; or (v) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Company Acquisition Transaction Proposal with respect to Marigold the Company (“Restricted Activities”). A Shareholder shall promptly notify Montage Parent and Marigold orally and the Company in writing of any such Company Acquisition Proposal or Acquisition Inquiry received in writing by the Shareholder in his or her capacity as a shareholder of Marigold the Company (including the identity of the Person making or submitting such Company Acquisition Proposal or Acquisition Inquiry and the terms thereof and all modifications thereto).