Common use of NO SHOP; RELEASE OF DIRECTORS Clause in Contracts

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date of this Agreement until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XII, neither the Company nor any Stockholder, nor any of their respective officers and directors shall, and the Company and each Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being herein called an "Acquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or TMI to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a) of the obligations undertaken in this Section 6.05(a); and (ii) notify TMI immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company or any Stockholder. (b) Each of the Company and the Stockholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State afford the Company or Stockholders to require the Company's directors (or their equivalents if the Company is not a corporation), in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 and (ii) releases each such person from any and all liability he might otherwise have to the Company or any Stockholders but for this release.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the The Company and the Stockholders agrees Shareholders agree that, from the date of this Agreement hereof and until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XIIAgreement, neither the Company nor any StockholderShareholder, nor any of their respective officers and directors officer or director thereto shall, and the Company and each Stockholder Shareholder will direct and use their best efforts to cause each of their respective Representatives not to, (i) initiate, solicit solicit, or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the StockholdersShareholders) with respect to a merger, acquisition, consolidation consolidation, or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being herein called an "“Acquisition Proposal"”), (ii) or engage in any activities, discussions discussions, or negotiations concerning, or provide any Confidential Information respecting, the Company, or United or any Other Founding Company or TMI United Subsidiary to, or have any discussions with, any Person relating to an Acquisition Proposal, or (iii) otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) Shareholder will immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a) of the obligations undertaken in this Section 6.05(a); Section, and (ii) will notify TMI UCB immediately if any such inquiries or proposals are received by, any such information is requested from from, or any such discussions or negotiations are sought to be initiated or continued with with, the Company or any StockholderShareholder (including the detail of any such discussions or negotiations). (b) Each of the Company and the Stockholders Shareholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State Florida afford the Company or Stockholders the Shareholders to require the Company's directors (or their equivalents if the Company is not a corporation)’s directors, in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 and (ii) releases each such person from any and all liability he or she might otherwise have to the Company or any Stockholders Shareholder but for this release.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date of this Agreement until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XIITime, neither the Company nor any Stockholder, nor any of their respective officers and directors shall, and the Company and each Stockholder will direct and use their best efforts to cause each of their respective Representatives representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being herein called an "Acquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information (as hereinafter defined) respecting, the Company, any Other Founding Company or TMI Purchaser to, or have any discussions with, any Person person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons persons previously conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons persons referred to in the first sentence of this Section 6.05(a) 6.6 of the obligations undertaken in this Section 6.05(a6.6); and (ii) notify TMI Purchaser immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company or any Stockholder. (b) Each . For purposes of the Company and the Stockholders hereby (i) waives every right, if anythis Agreement, the term "Confidential Information" means, with respect to any person, all trade secrets and other confidential, nonpublic and/or proprietary information of that person, including information derived from designs, reports, investigations, research, testing, development, work-in-progress, codes, marketing and sales programs, capital expenditure projects, cost summaries, pricing formulae, contract analyses, financial information, projections, confidential filings with any Governmental Requirements Authority and any other confidential, nonpublic concepts, methods of the Company's Organization State afford the Company doing business, ideas, materials or Stockholders to require the Company's directors (information prepared or their equivalents if the Company is not a corporation)performed for, in the exercise by or on behalf of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 and (ii) releases each such person from any and all liability he might otherwise have to the Company or any Stockholders but for this releasethat person.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the The Company and the Selling Stockholders agrees agree that, from the date of this Agreement hereof and until the first to occur of the Effective Time or the termination of this Merger Agreement in accordance with Article XII, neither the Company nor any Selling Stockholder, nor any of their respective officers and directors officer or director thereto shall, and the Company and each Selling Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, (i) initiate, solicit solicit, or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation consolidation, or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any Company Subsidiary (any such proposal or offer being herein called an "Acquisition Proposal"), (ii) or engage in any activities, discussions discussions, or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or TMI any Company Subsidiary, or IDG or any IDG Subsidiary to, or have any discussions with, any Person relating to an Acquisition Proposal, or (iii) otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Selling Stockholder will: (i) will immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a6.04(a) of the obligations undertaken in this Section 6.05(a6.04(a); , and (ii) will notify TMI IDG immediately if any such inquiries or proposals are received by, any such information is requested from from, or any such discussions or negotiations are sought to be initiated or continued with with, the Company or any StockholderSelling Stockholder (including the detail of any such discussions or negotiations). (b) Each of the Company and the Selling Stockholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State afford the Company or the Selling Stockholders to require the Company's directors (or their equivalents if the Company is not a corporation)directors, in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 6.04 and (ii) releases each such person from any and all liability he or she might otherwise have to the Company or any Stockholders Stockholder but for this release.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the The Company and the Selling Stockholders agrees agree that, from the date of this Agreement hereof and until the first to occur of the Effective Time or the termination of this Acquisition Agreement in accordance with Article XII, neither the Company nor any Selling Stockholder, nor any of their respective officers and directors officer or director thereto shall, and the Company and each Selling Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, (i) initiate, solicit solicit, or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation consolidation, or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any Company Subsidiary (any such proposal or offer being herein called an "Acquisition Proposal"), (ii) or engage in any activities, discussions discussions, or negotiations concerning, or provide any Confidential Information respecting, the CompanyCompany or any Company Subsidiary, any Other Founding Company Company, or TMI IDG to, or have any discussions with, any Person relating to an Acquisition Proposal, or (iii) otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Selling Stockholder will: (i) will immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a) of the obligations undertaken in this Section 6.05(a); , and (ii) will notify TMI IDG immediately if any such inquiries or proposals are received by, any such information is requested from from, or any such discussions or negotiations are sought to be initiated or continued with with, the Company or any StockholderSelling Stockholder (including the detail of any such discussions or negotiations). (b) Each of the Company and the Selling Stockholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State afford the Company or the Selling Stockholders to require the Company's directors (or their equivalents if the Company is not a corporation)directors, in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 and (ii) releases each such person from any and all liability he might otherwise have to the Company or any Stockholders but for this release.this

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date of this Agreement until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XIITime, neither the Company nor any Stockholder, nor any of their respective officers and directors shall, and the Company and each Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being herein called an "Acquisition ProposalACQUISITION PROPOSAL") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or TMI OEI to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons previously conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a) of the obligations undertaken in this Section 6.05(a); and (ii) notify TMI OEI immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company or any Stockholder. (b) Each of the Company and the Stockholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State afford the Company or Stockholders to require the Company's directors (or their equivalents if the Company is not a corporation), in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 and (ii) releases each such person from any and all liability he might otherwise have to the Company or any Stockholders but for this release.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company Seller and the Stockholders Owners agrees that, from the date of this Agreement hereof and until the first to occur of the Effective Time IPO Closing Date or the termination of this Agreement in accordance with Article XII, neither the Company Seller nor any StockholderOwner, nor any of their respective officers and directors shall, and the Company Seller and each Stockholder Owner will direct and use their best efforts to cause each of their respective Representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the StockholdersOwners) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company Seller (any such proposal or offer being herein called an "Acquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the CompanySeller, any Other Founding Company or TMI Apple to, or have any discussions with, any Person relating to an Acquisition Proposal, Proposal or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company Seller and each Stockholder Owner will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a) of the obligations undertaken in this Section 6.05(a); and (ii) notify TMI Apple immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company Seller or any StockholderOwner. (b) Each of the Company Seller and the Stockholders Owners hereby (i) waives every right, if any, the Governmental Requirements of the CompanySeller's Organization State afford the Company Seller or Stockholders Owners to require the CompanySeller's directors (or their equivalents if the Company Seller is not a corporation), in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 and (ii) releases each such person from any and all liability he might otherwise have to the Company Seller or any Stockholders Owners but for this release.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date of this Agreement hereof and until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XII, neither the Company nor any Stockholder, nor any of their respective officers and directors shall, and the Company and each Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being herein called an "Acquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or TMI Apple to, or have any discussions with, any Person relating to an Acquisition Proposal, Proposal or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a) of the obligations undertaken in this Section 6.05(a); and (ii) notify TMI Apple immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company or any Stockholder. (b) Each of the Company and the Stockholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State afford the Company or Stockholders to require the Company's directors (or their equivalents if the Company is not a corporation), in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 and (ii) releases each such person from any and all liability he might otherwise have to the Company or any Stockholders but for this release.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date of this Agreement hereof and until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XII, neither the Company nor any Stockholder, nor any of their respective officers and directors shall, and the Company and each Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being herein called an "Acquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or TMI RW to, or have any discussions with, any Person relating to an Acquisition Proposal, Proposal or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a) of the obligations undertaken in this Section 6.05(a); and (ii) notify TMI RW immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company or any Stockholder. (b) Each of the Company and the Stockholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State afford the Company or Stockholders to require the Company's directors (or their equivalents if the Company is not a corporation), in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 and (ii) releases each such person from any and all liability he might otherwise have to the Company or any Stockholders but for this release.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company Company, the Stockholder and the MTM Stockholders agrees that, from the date of this Agreement until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XIITime, neither the Company Company, the Stockholder nor any such MTM Stockholder, nor any of their respective officers and directors shall, and the Company Company, the Stockholder and each MTM Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholder or the MTM Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or the Stockholder (any such proposal or offer being herein called an "Acquisition ProposalACQUISITION PROPOSAL") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other 50 Founding Company or TMI Purchaser to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company Company, the Stockholder and each MTM Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons previously conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a6.4(a) of the obligations undertaken in this Section 6.05(a6.4(a); and (ii) notify TMI Purchaser immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company Company, the Stockholder or any MTM Stockholder. (b) Each of the Company Company, the Stockholder and the MTM Stockholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State afford the Company Company, the Stockholder or the MTM Stockholders to require the Company's directors (or their equivalents if the Company is not a corporation)directors, in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 6.4 and (ii) releases each such person from any and all liability he might otherwise have to the Company Company, the Stockholder or any MTM Stockholders but for this release.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date of this Agreement hereof and until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XII, neither the Company nor any Stockholder, nor any of their respective officers and directors shall, and the Company and each Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being herein called an "Acquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or TMI ARS to, or have any discussions with, any Person relating to an Acquisition Proposal, Proposal or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a) of the obligations undertaken in this Section 6.05(a); and (ii) notify TMI ARS immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company or any Stockholder. (b) Each of the Company and the Stockholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State afford the Company or Stockholders to require the Company's directors (or their equivalents if the Company is not a corporation), in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 and (ii) releases each such person from any and all liability he might otherwise have to the Company or any Stockholders but for this release.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date of this Agreement until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XIITime, neither the Company nor any Stockholder, nor any of their respective officers and directors shall, and the Company and each Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being herein called an "Acquisition ProposalACQUISITION PROPOSAL") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or TMI Purchaser to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons previously conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.05(a6.04(a) of the obligations undertaken in this Section 6.05(a6.04(a); and (ii) notify TMI Purchaser immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company or any Stockholder. (b) Each of the Company and the Stockholders hereby (i) waives every right, if any, the Governmental Requirements of the Company's Organization State afford the Company or Stockholders to require the Company's directors (or their equivalents if the Company is not a corporation), in the exercise of their fiduciary duties in their capacity as such, to engage in any of the activities prohibited by this Section 6.05 6.04 and (ii) releases each such person from any and all liability he might otherwise have to the Company or any Stockholders but for this release.