Common use of No Solicit Clause in Contracts

No Solicit. Except as otherwise permitted in Section 4.3 of the Merger Agreement and Section 5.3 hereof, each Member agrees that, during the Voting Period, such Member shall not directly or indirectly, and shall ensure that, if applicable, each of such Member’s officers, directors and financial advisors (it being understood that a financial advisor of the Company shall not constitute a financial advisor of such Member unless such financial advisor constitutes a Member’s Representative) does not, and shall use reasonable best efforts to ensure that each of such Member’s Representatives (other than officers, directors and financial advisors) does not, directly or indirectly: (a) solicit, initiate, induce or knowingly facilitate, encourage or assist (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “knowingly facilitate, encourage or assist” for purposes of, or otherwise constitute a violation of, this Section 5.2) the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or the making of any proposal that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (b) furnish or otherwise provide access to any non-public information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry (except to disclose the existence of this Section 5.2 and this Agreement); (d) recommend the approval, acceptance or adoption of, or approve, accept or adopt, any Acquisition Proposal; (e) take any action that could reasonably result in the revocation or invalidation of the Proxy; or (f) agree in writing or publicly propose to take any of the actions referred to in this Section 5.2 or otherwise prohibited by this Agreement. Notwithstanding the foregoing, this Section 5.2 shall not prevent a Member in its capacity as such from engaging in the activities set forth in Section 4.3(b) or Section 4.3(c) of the Merger Agreement, but only if the Company is permitted to take such actions permitted by such sections, and, for the avoidance of doubt, may participate in discussions or negotiations with any Person regarding an Acquisition Proposal if at such time the Company is permitted to do so with respect to such Acquisition Proposal pursuant to the Merger Agreement.

No Solicit. Except as otherwise permitted in Section 4.3 of the Merger Agreement and Section 5.3 hereof, each Member agrees that, during During the Voting Period, such Member Stockholder shall not directly or indirectly, and shall ensure that, if applicable, each of such Member’s officers, directors and financial advisors (it being understood that a financial advisor of the Company shall not constitute a financial advisor of such Member unless such financial advisor constitutes a Member’s Representative) does not, and shall use its reasonable best efforts to ensure that each of such MemberStockholder’s Representatives (other than officers, directors and financial advisorssubject to Section 5.3) does not, not directly or indirectly: (a) solicit, initiate, induce knowingly encourage or knowingly facilitate, encourage or assist (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “knowingly facilitate, encourage or assist” for purposes of, or otherwise constitute a violation of, this Section 5.2) facilitate the making, submission or announcement of any Acquisition Proposal with respect to the Company or any Company Entity or any Acquisition Inquiry with respect to the Company or the making of any proposal that could reasonably be expected to lead to an Acquisition Proposal or Acquisition InquiryCompany Entity; (b) furnish or otherwise provide access to any non-public information regarding the Company or any of the Acquired Companies its Subsidiaries to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry (except to disclose the existence of this Section 5.2 and this Agreement)Inquiry; (d) recommend the approval, acceptance support or adoption of, or approve, accept or adopt, endorse any Acquisition Proposal; (e) take any action that could reasonably result in the revocation or invalidation of the Proxyproxy contemplated by this Agreement; or (f) agree in writing or publicly propose to take any of the actions referred to in this Section 5.2 or otherwise prohibited by this Agreement. Notwithstanding ; provided, however, that if requested by the foregoing, this Company Board after the time (but not before) the Company Board has made a determination in compliance with the provisions of Section 5.2 shall not prevent a Member in its capacity as such from engaging in the activities set forth in Section 4.3(b) or Section 4.3(c) 4.4 of the Merger Agreement, but only if the Company is permitted to take such actions permitted by such sections, and, for the avoidance of doubt, may participate in discussions or negotiations with any Person regarding Agreement that an Acquisition Proposal if at is or could reasonably be expected to result in a Company Superior Offer, the foregoing shall not prohibit Stockholder from indicating to the Company Board, after such time and during the Company is permitted to do so pendency of such Acquisition Proposal, either support, or lack thereof, and the reasons for such support or lack thereof, with respect to such Acquisition Proposal pursuant to the Merger AgreementProposal.

No Solicit. Except [Subject to Section 6.3, and subject to Stockholder’s right to take any action in his capacity as otherwise permitted in Section 4.3 a director or officer of the Company that may be necessary to further the exercise by the Company of its rights under the Merger Agreement and Section 5.3 hereof, each Member Agreement,] Stockholder agrees that, during the Voting Period, such Member Stockholder shall not directly or indirectly, and shall ensure that, if applicable, each of such Member’s officers, directors and financial advisors (it being understood that a financial advisor of the Company shall not constitute a financial advisor of such Member unless such financial advisor constitutes a Member’s Representative) does not, and shall use reasonable best efforts to ensure that each of such MemberStockholder’s Representatives (other than officers, directors and financial advisors) does not, directly or indirectly: (a) solicit, initiate, knowingly encourage, assist, knowingly induce or knowingly facilitate, encourage or assist (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “knowingly facilitate, encourage or assist” for purposes of, or otherwise constitute a violation of, this Section 5.2) facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or the making of take any proposal action that could would reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (b) furnish or otherwise provide access to any non-public information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry (except to disclose the existence of this Section 5.2 and this Agreement)Inquiry; (d) recommend make any disclosure or communication to any Person (other than Stockholder or any Representative of Stockholder) of any non-public information regarding the Merger, any of the other Contemplated Transactions, this Agreement, the Merger Agreement or any Acquisition Proposal or Acquisition Inquiry (without Parent’s prior written approval) unless (i) Stockholder shall have been advised by Stockholder’s outside legal counsel that such disclosure or communication is required by applicable law or exchange rule and (ii) prior to making such disclosure or communication, acceptance Stockholder shall have provided Parent with reasonable (and in no event less than 48 hours’) advance written notice of Stockholder’s intent to make such disclosure or adoption ofcommunication, the content of such disclosure or communication and the identities of the Persons to which such disclosure or communication is intended to be made; (e) approve, accept endorse or adopt, recommend any Acquisition Proposal; (ef) take any action that could reasonably result in the revocation or invalidation of the ProxyProxy or that would reasonably be expected to suggest that Stockholder no longer supports the Merger; or (fg) agree in writing or publicly propose to take any of the actions referred to in this Section 5.2 6.2 or otherwise prohibited by this Agreement. Notwithstanding the foregoing, this Section 5.2 shall not prevent a Member in its capacity as such from engaging in the activities set forth in Section 4.3(b) or Section 4.3(c) of the Merger Agreement, but only if the Company is permitted to take such actions permitted by such sections, and, for the avoidance of doubt, may participate in discussions or negotiations with any Person regarding an Acquisition Proposal if at such time the Company is permitted to do so with respect to such Acquisition Proposal pursuant to the Merger Agreement.

No Solicit. Except [Subject to Section 6.3, and subject to Stockholder’s right to take any action in [her][his] capacity as otherwise permitted in Section 4.3 a director or officer of the Company that may be necessary to further the exercise by the Company of its rights under the Merger Agreement and Section 5.3 hereof, each Member Agreement.]6 Stockholder agrees that, during the Voting Period, such Member Stockholder shall not directly or indirectly, and shall ensure that, if applicable, each of such Member’s officers, directors and financial advisors (it being understood that a financial advisor of the Company shall not constitute a financial advisor of such Member unless such financial advisor constitutes a Member’s Representative) does not, and shall use reasonable best efforts to ensure that each Representative of such Member’s Representatives (other than officers, directors and financial advisors) Stockholder does not, directly or indirectly: (a) initiate, knowingly encourage, seek or solicit, initiate, induce or take any action to knowingly facilitate, encourage directly or assist (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “knowingly facilitateindirectly, encourage or assist” for purposes of, or otherwise constitute a violation of, this Section 5.2) the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or the making or submission of any proposal that could constitutes an Acquisition Proposal or take any action that would reasonably be expected to lead to an Acquisition Proposal or Acquisition InquiryProposal; (b) furnish or otherwise provide access to any non-public information regarding any of the Acquired Companies Company or any of its Subsidiaries to any Person in connection with or in response to an Acquisition Proposal or Acquisition InquiryProposal; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry (except to disclose the existence of this Section 5.2 and this Agreement)Proposal; (d) recommend make any disclosure or communication to any Person (other than Stockholder or any Representative of Stockholder) of any non-public information regarding the Merger, any of the other transactions contemplated therein, this Agreement, the Merger Agreement or any Acquisition Proposal (without Parent’s prior written approval) unless (i) Stockholder shall have been advised by Stockholder’s outside legal counsel that such disclosure or communication is required by applicable law or exchange rule and (ii) prior to making such disclosure or communication, acceptance Stockholder shall have provided Parent with reasonable (and in no event less than 48 hours’) advance written notice of Stockholder’s intent to make such disclosure or adoption ofcommunication, the content of such disclosure or communication and the identities of the Persons to which such disclosure or communication is intended to be made; (e) publicly approve, accept endorse or adopt, recommend any Acquisition Proposal; (ef) take any action that could reasonably result in the revocation or invalidation of the Proxy; (g) publicly announce that Stockholder no longer supports the Merger; or (fh) agree in writing or publicly propose to take any of the actions referred to in this Section 5.2 6.2 or otherwise prohibited by this Agreement. Notwithstanding the foregoing, this Section 5.2 shall not prevent a Member in its capacity as such from engaging ___________________________ 5 Note to Draft: To be included only in the activities set forth in Section 4.3(b) or Section 4.3(c) agreements with individuals who are also directors and/or officers of the Merger Agreement, but only if the Company is permitted to take such actions permitted by such sections, and, for the avoidance of doubt, may participate in discussions or negotiations with any Person regarding an Acquisition Proposal if at such time the Company is permitted to do so with respect to such Acquisition Proposal pursuant to the Merger AgreementCompany.

No Solicit. Except [Subject to Section 6.3, and subject to Stockholder’s right to take any action in [her][his] capacity as otherwise permitted in Section 4.3 a director or officer of the Company that may be necessary to further the exercise by the Company of its rights under the Merger Agreement and Section 5.3 hereof, each Member Agreement.]5 Stockholder agrees that, during the Voting Period, such Member Stockholder shall not directly or indirectly, and shall ensure that, if applicable, each of such Member’s officers, directors and financial advisors (it being understood that a financial advisor of the Company shall not constitute a financial advisor of such Member unless such financial advisor constitutes a Member’s Representative) does not, and shall use reasonable best efforts to ensure that each Representative of such Member’s Representatives (other than officers, directors and financial advisors) Stockholder does not, directly or indirectly: (a) initiate, knowingly encourage, seek or solicit, initiate, induce or take any action to knowingly facilitate, encourage directly or assist (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “knowingly facilitateindirectly, encourage or assist” for purposes of, or otherwise constitute a violation of, this Section 5.2) the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or the making or submission of any proposal that could constitutes an Acquisition Proposal or take any action that would reasonably be expected to lead to an Acquisition Proposal or Acquisition InquiryProposal; (b) furnish or otherwise provide access to any non-public information regarding any of the Acquired Companies Company or any of its Subsidiaries to any Person in connection with or in response to an Acquisition Proposal or Acquisition InquiryProposal; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry (except to disclose the existence of this Section 5.2 and this Agreement)Proposal; (d) recommend make any disclosure or communication to any Person (other than Stockholder or any Representative of Stockholder) of any non-public information regarding the Merger, any of the other transactions contemplated therein, this Agreement, the Merger Agreement or any Acquisition Proposal (without Parent’s prior written approval) unless (i) Stockholder shall have been advised by Stockholder’s outside legal counsel that such disclosure or communication is required by applicable law or exchange rule and (ii) prior to making such disclosure or communication, acceptance Stockholder shall have provided Parent with reasonable (and in no event less than 48 hours’) advance written notice of Stockholder’s intent to make such disclosure or adoption ofcommunication, the content of such disclosure or communication and the identities of the Persons to which such disclosure or communication is intended to be made; (e) publicly approve, accept endorse or adopt, recommend any Acquisition Proposal; (ef) take any action that could reasonably result in the revocation or invalidation of the Proxy; (g) publicly announce that Stockholder no longer supports the Merger; or (fh) agree in writing or publicly propose to take any of the actions referred to in this Section 5.2 6.2 or otherwise prohibited by this Agreement. Notwithstanding the foregoing, this Section 5.2 shall not prevent a Member in its capacity as such from engaging in the activities set forth in Section 4.3(b) or Section 4.3(c) of the Merger Agreement, but only if the Company is permitted to take such actions permitted by such sections, and, for the avoidance of doubt, may participate in discussions or negotiations with any Person regarding an Acquisition Proposal if at such time the Company is permitted to do so with respect to such Acquisition Proposal pursuant to the Merger Agreement.