No Shop Other Offers. Unless and until this Agreement is terminated as provided herein, prior to the consummation of the Merger, each of the Company, the Principal Stockholders and the Stockholders’ Representative agree not to (and shall cause each of their respective representatives, officers, directors, employees, agents and Affiliates not to either (a) (i) solicit, initiate, facilitate or encourage submission of proposals or offers, (ii) direct any other party to solicit, initiate, facilitate or encourage submission of proposals or offers, (iii) respond to any submission, proposal, offer, solicitation or inquiry, (iv) continue or engage in any negotiations or discussion with any person or party, in each case, relating, directly or indirectly, to any merger, consolidation, acquisition or purchase of all or a portion (except for the sale of products and services in the Ordinary Course of the Business) of the Company’s or any of its Subsidiaries’ assets or all or any portion of the capital stock, other equity interest of the Company or any of its Subsidiaries or other equity investment or business combination with the Company or any of its Subsidiaries, or (b) otherwise participate in any discussions or negotiations regarding, or cooperate in any way with, or assist or participate, facilitate or encourage, any effort or attempt by any person or party to do or seek to do any of the foregoing. Unless and until this Agreement is terminated as provided herein, prior to the consummation of the Merger, the Company shall not furnish to any person or party other than Parent or Merger Sub and their representatives any non-public information with respect to an acquisition, business combination or purchase of all or a portion of the capital stock or all or a portion (except for the sale of products and services in the Ordinary Course of the Business) of assets of the Company or any of its Subsidiaries. If the Company, any officers or directors, the Stockholders’ Representative or the Principal Stockholders receive any proposal regarding a transaction described above, then the Company, any officers or directors, the Stockholders’ Representative or the Principal Stockholders, as applicable, shall promptly notify Parent of the existence, material terms and status of any such inquiry or proposal.
No Shop Other Offers. Unless and until this Agreement is terminated as provided herein, prior to the consummation of the Merger, the Company and the Stockholders’ Representative shall not (and shall cause each of their respective representatives, officers, directors, employees, agents and Affiliates (collectively, “Covered Persons”) not to) either (a) solicit bids or offers or initiate discussions or negotiations with or (b) furnish or cause to be furnished any information concerning the Company or any Company Subsidiary to, any Person (other than Buyer and its Affiliates) relating to any proposal with respect to any merger or consolidation of the Company or any Company Subsidiary with any other Person (other than Buyer and its Affiliates), the acquisition of any securities or any significant portion of the assets and properties of the Company or any Company Subsidiary, or any liquidation, dissolution, restructuring or recapitalization of the Company or any Company Subsidiary. If the Company or any officer or director of any DLJ Entity receives any proposal regarding a transaction described above, then the Company shall (and it shall cause such officer or director of the applicable DLJ Entity to) promptly notify Buyer of the existence, material terms and status of any such inquiry or proposal.
No Shop Other Offers
