Common use of No Shopping Clause in Contracts

No Shopping. (a) The Company and its subsidiaries will not, directly or indirectly, through any officer, director, agent, financial adviser, attorney, accountant or other representative or otherwise, solicit, initiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, an Acquisition Transaction or participate in any negotiations or discussions regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek an Acquisition Transaction; PROVIDED, that, prior to the purchase of and payment for Shares by Purchaser pursuant to the Offer and prior to such time as Purchaser shall have nominated and the Company shall have caused Purchaser's nominees to constitute a majority of the Board of Directors (provided that the Company has complied with the requirements set forth in Section 1.3 of this Agreement), the Company may, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a third party that the Board of Directors determines, in its good faith and reasonable judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel, is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, only if the Board of Directors determines, in good faith and reasonable judgment after consultation with its financial advisors and outside legal counsel, that failing to take such action would create a reasonable possibility of a breach of the fiduciary duties of the Board of Directors under applicable law and (ii) take and disclose to the Company's stockholders a position with respect to the Merger or another Acquisition Transaction proposal, or amend or withdraw such position, pursuant to Rules 14d-9 and 14e-2 under the Exchange Act. (b) Except as expressly permitted by this Section 5.2(b), neither the Board of Directors nor any committee thereof may (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Purchaser or Merger Sub, the approval or recommendation by the Board of Directors or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction, or (iii) cause the Company to enter into any letter of intent, agreement in

No Shopping. (a) The Company and Neither NewsEdge nor any of its subsidiaries Subsidiaries will not, (or will propose to) directly or indirectlyindirectly solicit, through any officerinitiate, directorencourage, agent, financial adviser, attorney, accountant or other representative facilitate (by furnishing non-public information or otherwise, solicit, initiate ) any inquiry or encourage submission the making of proposals any proposal that is or offers from any Person relating to, or that could may reasonably be expected to lead to, to an Acquisition Transaction or participate in any negotiations or discussions regardingProposal, or furnish to discuss or negotiate any other Person Acquisition Proposal with any information with respect tothird party; nor will NewsEdge or any of its Subsidiaries authorize or permit any of their respective officers, directors, employees, bankers, attorneys, accountants, or otherwise cooperate in other representatives (regardless of whether acting or purporting to act on behalf of NewsEdge or any way with, of its Subsidiaries or assist or participate in, facilitate or encourage, any effort or attempt by any other Person otherwise) to do any of these things; provided, however, that if before obtaining its Stockholders' Approval, NewsEdge receives an unsolicited written Acquisition Proposal that did not result from a breach of this Section 8.16 and that is or seek an is reasonably likely to lead to a Superior Proposal, NewsEdge may furnish non-public information to and negotiate with the person who made the Acquisition Transaction; PROVIDEDProposal, that, prior to the purchase of but only if and payment for Shares by Purchaser pursuant to the Offer and prior to such time as Purchaser shall have nominated and the Company shall have caused Purchaserafter (i) NewsEdge's nominees to constitute a majority of the Board of Directors (provided that the Company has complied with the requirements set forth determines in Section 1.3 of this Agreement), the Company may, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a third party that the Board of Directors determines, in its good faith and reasonable judgmentfaith, after consultation with outside legal counsel, that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to NewsEdge's stockholders under applicable law; (ii) NewsEdge gives RoweCom at least three business days' written notice before doing so; and (iii) the receipt person who made the Acquisition Proposal enters into a customary confidentiality agreement with NewsEdge. (b) NewsEdge's Board of Directors will not do or propose to do any of the advice following things: (i) withdraw or modify its recommendation of its financial advisor the Merger unless a Superior Proposal has been received by NewsEdge or publicly announced and outside counsel, NewsEdge has terminated this Agreement in accordance with Section 12(d); (ii) approve or recommend an Acquisition Proposal unless it is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, then only if the NewsEdge has terminated this Agreement in accordance with Section 12(d); or (iii) cause or permit NewsEdge or any of its Subsidiaries to enter into any contract, letter of intent, agreement in principle, or similar agreement or understanding (regardless of whether legally binding) relating to an Acquisition Proposal that is not a Superior Proposal unless NewsEdge's Board of Directors determines, first determines in good faith and reasonable judgment faith, after consultation with its financial advisors and outside legal counsel, that failing failure to take such action do so would create a reasonable possibility of be reasonably likely to constitute a breach of the its fiduciary duties of the Board of Directors to NewsEdge's stockholders under applicable law law, and NewsEdge has terminated this Agreement in accordance with Section 12(d). (iic) Notwithstanding any other provision of this Section 8.16, NewsEdge may at any time take and disclose to the Company's its stockholders a position with respect to the Merger or another Acquisition Transaction proposal, or amend or withdraw such position, pursuant to Rules 14d-9 and 14e-2 contemplated by Rule 14e-2(a) under the Exchange Act, provided, however, that except as permitted by Section 8.16(b), neither NewsEdge nor its Board of Directors will (or will propose to) approve or recommend an Acquisition Proposal (by taking or disclosing a position described in Rule 14e-2(a)(1) or otherwise). (bd) Except NewsEdge will as expressly permitted by this Section 5.2(bpromptly as practicable, but in any event within one day, notify RoweCom orally and in writing of any Acquisition Proposal or any inquiry in connection with or that might reasonably be expected to lead to an Acquisition Proposal, (including any request for information), neither including the Board of Directors nor any committee thereof may (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Purchaser or Merger Sub, the approval or recommendation by the Board of Directors or such committee identity of the Offerperson making the Acquisition Proposal or inquiry and the material terms and conditions thereof. Thereafter, unless and until this Agreement is terminated in accordance with Section 12, NewsEdge will keep RoweCom promptly and fully informed of the Merger status and details of the Acquisition Proposal or this Agreementinquiry, (ii) approve including any changes or recommend, or propose publicly to approve or recommend, any Acquisition Transaction, or (iii) cause the Company to enter into any letter of intent, agreement inproposed changes thereto.

No Shopping. (a) The From the date hereof until the Effective Time, the Company and its subsidiaries Subsidiaries will not, and will not permit any officer, director, financial adviser, or other agent or representative of the Company or its Subsidiaries, directly or indirectly, through to: (i) take any officeraction to seek, director, agent, financial adviser, attorney, accountant or other representative or otherwise, solicitencourage, initiate or encourage submission of proposals or offers solicit any offer from any Person relating toperson or group to acquire any shares of capital stock of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiaries, or that could reasonably be expected to lead tootherwise acquire, an except to the extent not prohibited by Section 5.3, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a “Company Third-Party Acquisition Transaction Offer”), or (ii) except to the extent the Board of Directors of the Company determines is required in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or participate in negotiations concerning a Company Third-Party Acquisition Offer with any negotiations person or discussions regardinggroup, or furnish disclose non-public financial information relating to the Company or any other Person of its Subsidiaries or any confidential or proprietary trade or business information with respect torelating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or assist group that the Company has reason to believe is considering a Company Third-Party Acquisition Offer; provided that (A) before furnishing such non-public information or participate inaccess to such person or group, facilitate or encourage, any effort or attempt by any other Person to do or seek the Company’s Board of Directors shall receive from such person an Acquisition Transaction; PROVIDED, that, prior executed confidentiality agreement that is no less favorable to the purchase Company than the Mutual Non-Disclosure Agreement dated September 21, 2003 between the Company and Buyer (the “Confidentiality Agreement”), and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company’s Board of Directors shall have determined in good faith, after consultation with its outside legal counsel and payment for Shares by Purchaser pursuant financial adviser, that such Company Third-Party Acquisition Offer is reasonably likely to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company’s Board of Directors, is reasonably capable of being obtained by the third party (a “Company Superior Third-Party Acquisition Offer”). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third-Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third-Party Acquisition Offer and prior to such time as Purchaser shall have nominated the terms and conditions thereof, including the identity of the offeror or person making the request or inquiry, and the Company shall have caused Purchaser's nominees keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.2 shall operate to constitute hinder or prevent the Company from fully complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to a majority Company Third-Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third-Party Acquisition Offer, unless the Company’s Board of Directors determines in good faith, after consultation with its outside legal counsel, that such action is necessary for the Board of Directors (provided that the to comply with its fiduciary duties to Company has complied with the requirements set forth stockholders under Delaware law. Notwithstanding anything stated in this Section 1.3 of this Agreement7.2(d), the Company may, in response need not refuse a request from any person who has signed a standstill agreement with the Company to an unsolicited written proposal with respect make a Company Third-Party Acquisition Offer to an Acquisition Transaction from a third party that the Chief Executive Officer or the Board of Directors determines, in its good faith and reasonable judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel, is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, only Company if the Board of Directors determines, determines in good faith and reasonable judgment faith, after consultation with its financial advisors and outside legal counsel, that failing to take such action would create a reasonable possibility of a breach of the fiduciary duties of is necessary for the Board of Directors to comply with its fiduciary duties to Company stockholders under applicable law and (ii) take and disclose to the Company's stockholders a position with respect to the Merger or another Acquisition Transaction proposal, or amend or withdraw such position, pursuant to Rules 14d-9 and 14e-2 under the Exchange ActDelaware law. (b) Except as expressly permitted by this Section 5.2(b), neither the Board of Directors nor any committee thereof may (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Purchaser or Merger Sub, the approval or recommendation by the Board of Directors or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction, or (iii) cause the Company to enter into any letter of intent, agreement in

No Shopping. (a) The From and after the date of this Agreement, the Company and its subsidiaries will not, not (nor will it propose to) directly or indirectlyindirectly solicit, through any officerinitiate, directorencourage, agent, financial adviser, attorney, accountant or other representative facilitate (by furnishing non-public information or otherwise, solicit, initiate ) any inquiry or encourage submission the making of proposals any proposal that is or offers from any Person relating to, or that could may reasonably be expected to lead to, to an Acquisition Transaction or participate in any negotiations or discussions regardingProposal, or furnish to discuss or negotiate any other Person Acquisition Proposal with any information with respect tothird party; nor will the Company authorize or permit any of its respective officers, directors, employees, bankers, attorneys, accountants, or otherwise cooperate in any way with, other representatives (regardless of whether acting or assist purporting to act on behalf of the Company or participate in, facilitate or encourage, any effort or attempt by any other Person otherwise) to do or seek an Acquisition Transactionany of these things; PROVIDEDprovided, thathowever, prior to the purchase of and payment for Shares by Purchaser pursuant to the Offer and prior to such time as Purchaser shall have nominated and that if before obtaining its Stockholders' Approval, the Company shall have caused Purchaserreceives an unsolicited Acquisition Proposal that did not result from a breach of this Section 4.7 and that is or is reasonably likely to lead to a Superior Proposal, the Company may furnish non-public information to and negotiate with the person who made the Acquisition Proposal, but only if and after (i) the Company's nominees to constitute a majority of the Board of Directors (provided that the Company has complied with the requirements set forth determines in Section 1.3 of this Agreement), the Company may, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a third party that the Board of Directors determines, in its good faith and reasonable judgmentfaith, after consultation with outside legal counsel, that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law; (ii) the Company gives the Parent at least three business days' written notice before doing so (which notice shall include the material terms and conditions of the Acquisition Proposal); and (iii) the person who made the Acquisition Proposal enters into a customary confidentiality agreement with the Company. (b) The Company's Board of Directors will not do or propose to do any of the following things: (i) withdraw or modify its recommendation of the Merger unless a Superior Proposal has been received by the Company or publicly announced and the receipt of the advice of its financial advisor and outside counsel, Company has terminated this Agreement in accordance with Section 9.1(j); (ii) approve or recommend an Acquisition Proposal unless it is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, then only if the Board of Directors determines, Company has terminated this Agreement in good faith and reasonable judgment after consultation accordance with its financial advisors and outside legal counsel, that failing to take such action would create a reasonable possibility of a breach of the fiduciary duties of the Board of Directors under applicable law and (ii) take and disclose to the Company's stockholders a position with respect to the Merger or another Acquisition Transaction proposal, or amend or withdraw such position, pursuant to Rules 14d-9 and 14e-2 under the Exchange Act.Section 9.1(j); or (b) Except as expressly permitted by this Section 5.2(b), neither the Board of Directors nor any committee thereof may (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Purchaser or Merger Sub, the approval or recommendation by the Board of Directors or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction, or (iii) cause or permit the Company to enter into any contract, letter of intent, agreement inin principle, or similar agreement or understanding (regardless of whether legally binding) relating to an Acquisition Proposal that is not a Superior Proposal unless the Company's Board of Directors first determines in good faith, after consultation with outside legal counsel, that the Acquisition Proposal is reasonably likely to result in a Superior Proposal and that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law, and the Company has terminated this Agreement in accordance with Section 9.1(j). (c) Notwithstanding any other provision of this Section 4.7, the Company may at any time take and disclose to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act, provided, however, that except as permitted by Section 4.7, neither the Company nor its Board of Directors will (or will propose to) approve or recommend an Acquisition Proposal (by taking or disclosing a position described in Rule 14e-2(a)(1) or otherwise). (d) The Company will as promptly as practicable, but in any event within one day, notify Parent orally and in writing of any Acquisition Proposal or any inquiry in connection with or that might reasonably be expected to lead to an Acquisition Proposal, (including any request for information), including the identity of the person making the Acquisition Proposal or inquiry and the material terms and conditions thereof. Thereafter, unless and until this Agreement is terminated in accordance with Section 9.1(j), the Company will keep Parent promptly and fully informed of the status and details of the Acquisition Proposal or inquiry, including any changes or proposed changes thereto.

No Shopping. (a) The Company and its subsidiaries Subsidiaries will not, directly or indirectly, through any officer, director, agent, financial adviser, attorney, accountant or other representative or otherwise, solicit, initiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, an Acquisition Transaction or participate in any negotiations or discussions regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek an Acquisition Transaction; PROVIDED, HOWEVER, that, prior to the purchase approval of and payment for Shares this Agreement by Purchaser pursuant to the Offer and prior to such time as Purchaser shall have nominated and stockholders at the Company shall have caused Purchaser's nominees to constitute a majority of the Board of Directors (provided that the Company has complied with the requirements set forth in Section 1.3 of this Agreement)Stockholders Meeting, the Company may, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a third party that the Board of Directors determines, in its good faith and reasonable judgment, after consultation with and the receipt of the advice of its financial advisor and outside counseladvisor, is a Superior Proposal, pursuant to a customary confidentiality agreement with terms not substantially more favorable to such third party than the confidentiality agreement, dated as of October 23, 2002, between the Company and the Parent (i) the "Confidentiality Agreement"), furnish the same information toto such third party as was previously furnished to Parent, as revised or updated to reflect any changes or additions to such information (provided that such revised information is contemporaneously furnished to Parent to the extent it had not been previously so furnished), and negotiate, explore or otherwise engage in substantive discussions with such third party, but only if the Board of Directors determines, in good faith and in its reasonable judgment after consultation with its financial advisors and outside legal counsel, counsel that failing to take such action would create a reasonable possibility of result in a breach of the fiduciary duties of the Board of Directors under applicable law and (ii) Law. Notwithstanding the foregoing, the Company shall be permitted to take and disclose to the Company's stockholders a position with respect to the Merger or another Acquisition Transaction proposal, or amend or withdraw such position, pursuant to Rules 14d-9 and 14e-2 under the Exchange Act. (b) Except as expressly permitted by this Section 5.2(b4.2(b), neither the Board of Directors nor any committee thereof may (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Purchaser Parent or Merger SubPurchaser, the approval or recommendation by the Board of Directors or such committee of the Offer, the Merger or this Agreement, ; (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction, ; or (iii) cause the Company to enter into any letter of intent, agreement inin principle, acquisition agreement or other similar agreement related to any Acquisition Transaction (each, an "Acquisition Agreement"). Notwithstanding the foregoing, prior to the approval of this Agreement by the stockholders at the Company Stockholders Meeting, in response to an unsolicited Acquisition Transaction proposal, if the Board of Directors determines, in its good faith reasonable judgment, (1) after consultation with its financial advisor, that such proposal is a Superior Proposal, and (2) after consultation with its outside counsel, that failure to do any of the actions set forth in clauses (i) or (ii) above would result in a breach of the fiduciary duties of the Board of Directors under applicable Law, the Board of Directors may withdraw or modify its approval or recommendation of the Merger or this Agreement or approve or recommend an Acquisition Transaction; PROVIDED, HOWEVER, that it gives Parent three Business Days prior written notice of its intention to do so (PROVIDED, FURTHER, that the foregoing will in no way limit or otherwise affect Parent's right to terminate this Agreement pursuant to Section 7.1(g) at such time as the requirements of such subsection have been met). Any such withdrawal or modification of the recommendation of the Board of Directors of the Merger or this Agreement or any such approval or recommendation of an Acquisition Transaction will not change the approval of the Board of Directors for purposes of causing any state takeover statute or other state Law to be inapplicable to the transactions contemplated hereby, including the Merger. Nothing in this Section 4.2(b) shall be construed to (i) permit the Company to terminate this Agreement (except as provided by Section 7.1 of this Agreement), (ii) permit the Company to enter into any agreement with respect to any Acquisition Transaction, or (iii) affect any other obligation of the Company under this Agreement. (c) The Company will (i) immediately (and in any event, no later than one Business Day after receipt) advise Parent in writing of the receipt of a request for information or any inquiries or proposals relating to an Acquisition Transaction (including the specific terms and conditions thereof and the identity of the other party or parties involved) and any actions taken pursuant to Section 4.2(a); (ii) promptly deliver to Parent a copy of any such written inquiry or proposal and copies of any information provided to or by any third party relating thereto; and (iii) keep Parent informed of the status of any such request or proposed Acquisition Transaction. (d) For purposes of this Agreement, (i) "Acquisition Transaction" means (other than the transactions contemplated by this Agreement)