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 Effective Time, 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 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 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 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.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date of this Agreement until the Effective Time, 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 OEI 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 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 OEI 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.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the The Company and the Selling Stockholders agrees agree that, from the date hereof and until the first to occur of the Effective Time or the termination of this Acquisition Agreement until the Effective Timein 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 PROPOSALAcquisition 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 OEI 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 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) will notify OEI 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).

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the The Company and the Selling Stockholders agrees agree that, from the date hereof and until the first to occur of the Effective Time or the termination of this Merger Agreement until the Effective Timein 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 PROPOSALAcquisition 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 OEI 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 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) will notify OEI 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).

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date hereof and until the first to occur of the Effective Time or the termination of this Agreement until the Effective Timein 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 PROPOSALAcquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or OEI 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 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 OEI 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.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date hereof and until the first to occur of the Effective Time or the termination of this Agreement until the Effective Timein 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 PROPOSALAcquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or OEI 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 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 OEI 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.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company Seller and the Stockholders Owners agrees that, from the date hereof and until the first to occur of the IPO Closing Date or the termination of this Agreement until the Effective Timein 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 PROPOSALAcquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the CompanySeller, any Other Founding Company or OEI 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 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 OEI 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.

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the The Company and the Stockholders agrees Shareholders agree that, from the date hereof and until the first to occur of the Effective Time or the termination of this Agreement until the Effective TimeAgreement, 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"“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 OEI 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 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); Section, and (ii) will notify OEI 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).

NO SHOP; RELEASE OF DIRECTORS. (a) Each of the Company and the Stockholders agrees that, from the date of this Agreement until the Effective Time, 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 PROPOSALAcquisition 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 OEI 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 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 OEI 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.. For purposes of this Agreement, the term "