Common use of No Solicitation by Parent Clause in Contracts

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1, except as provided in Section 5.7(b) or Section 5.7(d), (i) Parent shall, and shall cause its Subsidiaries and its and their respective officers and directors to, immediately cease, and shall direct and use its reasonable best efforts to cause its and their respective other Representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities with respect to any Parent Acquisition Proposal (other than the transactions contemplated by this Agreement); (ii) Parent shall not, and shall not authorize or permit any of its Representatives to, directly or indirectly through another Person, (A) initiate, seek, solicit, knowingly facilitate, knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its Subsidiaries), or knowingly induce the making, submission or announcement of any proposal that constitutes, or would reasonably be expected to lead to, a Parent Acquisition Proposal, (B) engage in negotiations or discussions with, or provide any non-public information or non-public data to, or afford access to the properties, books and records of Parent to, any Person (other than Parent or any of its Affiliates or Representatives) in connection with or in response to any Parent Acquisition Proposal or any proposal reasonably expected to lead to any Parent Acquisition Proposal or grant any waiver or release under any standstill, confidentiality or other agreement (except that if the Parent Board determines in good faith, after consultation with its outside legal counsel, that the failure to grant any waiver or release would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, Parent may waive any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal), (C) enter into any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Parent Acquisition Proposal, or (D) resolve to do any of the foregoing; (iii) Parent shall not provide and shall, within twenty-four (24) hours of execution of this Agreement, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s information; and (iv) within twenty-four (24) hours of execution of this Agreement, Parent shall request the return or destruction of all confidential, non-public information and materials provided to third parties that have, entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with Parent or any of its Subsidiaries. 62

No Solicitation by Parent. (a) From During the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1Pre-Closing Period, except as provided in expressly permitted by Section 5.7(b5.4(b) or Section 5.7(d5.4(d), (i) Parent shallshall cease, and shall cause its Subsidiaries and its and their respective officers and directors to, immediately cease, and shall direct and use its reasonable best efforts to cause its and their respective the other Parent Representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities with respect to any Parent Acquisition Proposal (other than the transactions contemplated by this Agreementhereby); (ii) Parent shall not, and shall not authorize or permit any of its Representatives officers, directors, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Parent Representatives”) to, directly or indirectly through another Person, (A) initiate, seek, solicit, knowingly facilitate, solicit or knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its Subsidiariessubsidiaries), or knowingly induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of any proposal that constitutes, or would reasonably be expected to lead to, a Parent Acquisition Proposal, (B) engage in negotiations or discussions with, or provide any non-public information or non-public data to, or afford access to the properties, books and records of Parent to, any Person (other than Parent the Company or any of its Affiliates or any Company Representatives) in connection with or in response to any Parent Acquisition Proposal or any proposal reasonably expected to lead relating to any Parent Acquisition Proposal or grant any waiver or release under any standstill, confidentiality standstill or other agreement (except that if the Parent Board (or any committee thereof) determines in good faith, after consultation with its outside legal counsel, faith that the failure to grant any waiver or release would reasonably be expected to be inconsistent with its the Parent directors’ fiduciary duties under applicable Lawlaw, Parent may waive waive, any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal), (C) enter into any binding or non-binding agreement, including any letter of intent, agreement in principleagreement, memorandum of understanding, agreement in principal, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended similar agreement relating to or would reasonably be expected to lead to, any Parent Acquisition Proposal, or (D) otherwise resolve to do any of the foregoing; (iii) Parent shall not provide and shall, within twenty-twenty four (24) hours of execution of this Agreementthe date hereof, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s confidential information; and (iv) within twenty-four two (242) hours of execution of this AgreementBusiness Days after the date hereof, Parent shall request the return or destruction of all confidential, non-public information and materials provided to third parties that have, have entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with Parent or any of its Subsidiariessubsidiaries. 62Notwithstanding the foregoing, nothing contained in this Section 5.4 or in Section 6.4 or any other provision of this Agreement shall prohibit Parent or the Parent Board (or any committee thereof) from (A) taking and disclosing to Parent Shareholders the fact that any Parent Acquisition Proposal has been made, its position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or making any statement contemplated by Item 1012(a) of Regulation MA or any “stop, look and listen” statement or (B) taking any of the actions set forth in Section 5.4(a) with respect to a Parent Licensing Deal.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1, except as provided in Section 5.7(b) or Section 5.7(d), Parent agrees that (i) Parent neither it nor any of its Subsidiaries shall, and it shall cause not authorize or permit any officers, directors, employees, agents or representatives of Parent or any of its Subsidiaries and (including any investment banker, attorney or accountant retained by it or any of its and their respective officers and directors Subsidiaries) (the “Parent Representatives”) to, immediately cease, and shall direct and on becoming aware of it will use its reasonable best efforts to cause stop such Parent Representative from continuing to, directly or indirectly, solicit, initiate, encourage or participate in any discussions or knowingly encourage (including by way of furnishing nonpublic information), or take any action designed to approve, endorse, recommend, or facilitate, directly or indirectly, any inquiry, proposal or offer (including any proposal or offer to its and their respective other Representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities shareholders) with respect to any Parent Acquisition Proposal a tender or exchange offer, scheme of arrangement, merger, consolidation, business combination, purchase or similar transaction or series of transactions (other than the transactions contemplated by this Agreement) involving, individually or in the aggregate, 20% or more of the assets, net revenues or net income of Parent and its Subsidiaries on a consolidated basis or 20% or more of any class of the voting securities of Parent, including any merger, consolidation, business combination, purchase or similar transaction in which 20% or more of Parent’s voting securities is issued to a third party or its shareholders (any such inquiry, proposal or offer being hereinafter referred to as a “Parent Alternative Proposal”), or cooperate with or assist, participate or engage in any substantive discussions or negotiations concerning a Parent Alternative Proposal, or amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement, or resolve to propose or agree to do any of the foregoing; and (ii) Parent shall not, it will immediately cease and shall not authorize or permit cause to be terminated any existing negotiations with any parties conducted heretofore with respect to any of the foregoing; provided that (1) nothing contained in this Agreement shall prevent Parent or its Representatives to, directly or indirectly through another Person, Board of Directors from (A) initiate, seek, solicit, knowingly facilitate, knowingly encourage (including by way of furnishing any non-public information relating complying with Rule 14e-2 promulgated under the Exchange Act with regard to Parent or any of its Subsidiaries), or knowingly induce the making, submission or announcement of any proposal that constitutes, or would reasonably be expected to lead to, a Parent Acquisition Alternative Proposal, (B) engage in negotiations or discussions with, or provide any non-public information or non-public data to, or afford access prior to the propertiesCutoff Date, books and records providing information (pursuant to a confidentiality agreement in reasonably customary form with terms at least as restrictive in all matters as the Confidentiality Agreement (provided that such agreement may allow the counterparty thereto to make a Parent Alternative Proposal to the Parent Board of Parent to, any Person (other than Parent or any of its Affiliates or Representatives) Directors in connection with the negotiation and discussions permitted by this Section 5.16) and which does not contain terms that prevent Parent from complying with its obligations under this Section 5.16) to or engaging in response to any negotiations or substantive discussions with any Person who has made an unsolicited bona fide written Parent Acquisition Alternative Proposal or any proposal reasonably expected to lead to any that the Board of Directors of Parent Acquisition Proposal or grant any waiver or release under any standstill, confidentiality or other agreement (except that if the Parent Board determines in good faithfaith constitutes, or could reasonably be expected to result in, a Parent Superior Proposal, to the extent the Board of Directors of Parent, after consultation with its outside legal counseladvisors, determines that the failure to grant any waiver or release do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawobligations, or (C) prior to the Cutoff Date, terminating, amending, modifying or waiving any provision of any agreement containing a standstill covenant to the extent permitted pursuant to Section 5.1(s) hereof and (2) notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent or any committee thereof may waive any such standstill provision in order to permit a third party to make a Parent Acquisition ProposalAdverse Recommendation Change in accordance with Section 5.3(c). For the purposes of making a Parent Superior Proposal determination pursuant to this Section 5.16(a), it is understood that such determination necessarily will (i) be based on limited information compared to the determination made for purposes of Section 7.4(c), (Cii) enter into any binding or non-binding letter of intent, agreement require assumptions that shall be made in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Parent Acquisition Proposal, or (D) resolve to do any the good faith judgment of the foregoing; Parent Board of Directors and (iii) not be as complete or informed as, and will be distinct from, a Parent Superior Proposal determination made for purposes of Section 7.4(c). For the avoidance of doubt, it is understood that a Parent Superior Proposal determination made for purposes of this Section 5.16(a) shall not provide constitute a Parent Superior Proposal determination for any other purpose under this Agreement (except for Section 7.5(a)(iii)(C)(1)(a)), and shall, within twenty-four (24) hours of execution shall not by itself constitute a Parent Adverse Recommendation Change for purposes of this Agreement. Without limiting the foregoing, terminate access of it is understood that any third party to any data room (virtual or actual) containing any of Parent’s information; and (iv) within twenty-four (24) hours of execution violation of this Agreement, Parent shall request the return or destruction Section 5.16 by any Subsidiary of all confidential, non-public information and materials provided to third parties that have, entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with Parent or any the Parent Representatives shall be deemed to be a breach of its Subsidiaries. 62this Section 5.16 by Parent.

No Solicitation by Parent. (a) From the date of Except as expressly permitted by this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.15.5, except as provided in Section 5.7(b) or Section 5.7(d), (i) Parent shall, and shall cause each of its Subsidiaries affiliates and its and their respective officers officers, directors and directors employees to, immediately cease, and shall direct and use its reasonable best efforts to cause its and their respective other Representatives to to: (i) immediately ceasecease any solicitation, and cause to be terminated all existing discussionsknowing encouragement, discussions or negotiations and communications with any Persons or entities persons that may be ongoing with respect to any Parent Acquisition Proposal or may reasonably be expected to lead to a Takeover Proposal, and promptly instruct (other than to the transactions contemplated by extent it has contractual authority to do so and has not already done so prior to the date of this Agreement); ) or otherwise request, any person that has executed a confidentiality or non-disclosure agreement within the 24-month period prior to the date of this Agreement in connection with any actual or potential Takeover Proposal to return or destroy all such information or documents or material incorporating confidential information in the possession of such person or its Representatives, and (ii) Parent shall until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, not, and shall not authorize or permit any of its Representatives to, directly or indirectly through another Personindirectly, (A1) initiate, seek, solicit, initiate or knowingly facilitate, facilitate or knowingly encourage (including by way of furnishing any non-public information relating to Parent or information) any of its Subsidiaries)inquiries regarding, or knowingly induce the making, submission or announcement making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, a Parent Acquisition Takeover Proposal, (B2) engage in, continue or otherwise participate in any discussions or negotiations or discussions withregarding, or provide furnish to any other person any non-public information in connection with or non-public data tofor the purpose of encouraging or facilitating, a Takeover Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 5.5 and to limit its conversation or other communication exclusively to such referral), or afford access (3) approve, recommend or enter into, or propose to the propertiesapprove, books and records of Parent torecommend or enter into, any Person letter of intent or similar document, agreement, commitment or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Takeover Proposal (other than (x) an Acceptable Confidentiality Agreement in accordance with Section 5.5(b) or (y) in accordance with Section 7.1(k)). Except to the extent necessary to take any actions that Parent or any third party would otherwise be permitted to take pursuant to this Section 5.5 (and in such case only in accordance with the terms hereof), (A) Parent and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, (x) any standstill provision in any agreement to which Parent or any of its Affiliates Subsidiaries is a party or Representatives(y) in connection with or in response to any Parent Acquisition Proposal or any proposal reasonably expected to lead to any Parent Acquisition Proposal or grant any waiver or release under any standstill, confidentiality or other agreement (except that if the Parent Board determines in good faith, after consultation with its outside legal counsel, that the failure to grant any waiver or release would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, Parent may waive any such standstill provision in order any agreement to permit a third party to make a Parent Acquisition Proposal), (C) enter into any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Parent Acquisition Proposal, or (D) resolve to do any of the foregoing; (iii) Parent shall not provide and shall, within twenty-four (24) hours of execution of this Agreement, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s information; and (iv) within twenty-four (24) hours of execution of this Agreement, Parent shall request the return or destruction of all confidential, non-public information and materials provided to third parties that have, entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with which Parent or any of its Subsidiaries. 62Subsidiaries is a party other than, with respect to this clause (y), any confidentiality provision, the waiver, amendment, modification or permission thereof does not, and would not be reasonably likely to, facilitate, encourage or relate in any way to a Takeover Proposal or a potential the Takeover Proposal and (B) Parent shall, and shall cause its Subsidiaries to, enforce such confidentiality and standstill provisions of any such agreement, and Parent shall, and shall cause its Subsidiaries to, immediately take all steps within their power necessary to terminate any waiver that may have been heretofore granted, to any person other than the Company or any of the Company’s affiliates, under any such provisions.

No Solicitation by Parent. (a) From Except as expressly permitted by this Section 5.04, from the date of this Agreement until the earlier of the First Effective Time and or, if earlier, the valid termination of this Agreement in accordance with Section 7.19.01, except as provided in Section 5.7(b) or Section 5.7(d)Parent shall not, (i) Parent shall, and shall cause its Subsidiaries and its and their respective officers and directors to, immediately cease, not to and shall direct and use its reasonable best efforts to cause its and their respective other Representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities with respect to any Parent Acquisition Proposal (other than the transactions contemplated by this Agreement); (ii) Parent shall not, and shall not authorize or permit any of its Representatives to, directly or indirectly through another Person, indirectly: (Ai) initiate, seek, solicit, knowingly facilitate, solicit or knowingly encourage (including by way of furnishing or knowingly facilitate any non-public inquiries or requests for information relating to Parent with respect to, or the making of, any inquiry regarding, or any of its Subsidiaries), proposal or knowingly induce the making, submission or announcement of any proposal offer that constitutes, or would reasonably be expected to result in or lead to, a Parent any Acquisition Proposal, ; (Bii) engage in, continue or otherwise participate in any negotiations or discussions withconcerning, or provide any non-public information or non-public data to, or afford access to the its properties, books and records of Parent or any confidential information or data to, any Person (other than Parent or any of its Affiliates or Representatives) in connection with or in response relating to any Parent Acquisition Proposal proposal, offer, inquiry or any proposal reasonably expected to lead to any Parent Acquisition Proposal request for information that constitutes, or grant any waiver or release under any standstill, confidentiality or other agreement (except that if the Parent Board determines in good faith, after consultation with its outside legal counsel, that the failure to grant any waiver or release would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawresult in or lead to, Parent may waive any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal); (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (Civ) execute or enter into into, any binding or non-binding letter of intent, memorandum of understanding, agreement in principle, memorandum of understandingconfidentiality agreement (other than an Acceptable Confidentiality Agreement executed in accordance with Section 5.04(b)(ii)), merger agreement, acquisition agreement, option exchange agreement, joint venture agreement, partnership agreement, option agreement or other agreementsimilar agreement for or relating to any Acquisition Proposal; or (v) resolve or agree to do any of the foregoing; provided, commitmentthat that notwithstanding anything to the contrary in this Agreement, arrangement Parent or understanding contemplating its Representatives may, (A) in response to an unsolicited inquiry or otherwise proposal, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes, or would reasonably be expected to result in or lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 5.04; provided, further, that it is understood and agreed that any determination or action by Parent or the Parent Board, as applicable, made in accordance with Section 5.04(b), Section 5.04(c), or Section 5.04(d), as applicable, shall not be deemed to be a breach or violation of this Section 5.04(a). Parent also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with, with an Acquisition Proposal or any inquiry or request for information that is intended to or would reasonably be expected to lead to, any Parent or result in, an Acquisition Proposal, or (D) resolve to do any . Parent also agrees that within three Business Days of the foregoing; (iii) Parent shall not provide and shall, within twenty-four (24) hours of execution of this Agreement, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s information; and (iv) within twenty-four (24) hours of execution of this Agreement, Parent shall request instruct each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destruction destroy all confidential information furnished to such Person by or on behalf of all confidentialit or any of its Subsidiaries prior to the date hereof, non-public information and materials provided Parent shall terminate access to third parties that have, entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries with respect thereto. Parent shall promptly (and in any event within two Business Days) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and, with respect to any such proposal or offer, a summary of the material terms of, and an unredacted copy of any proposed definitive agreement, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include any other material documents evidencing or specifying the terms of such proposal or offer or, to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information set forth in the preceding sentence, Parent shall not be required to provide the Company with the identity of the Person(s) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 by any of Parent’s Subsidiaries. 62, or any of Parent’s or its Subsidiaries’ respective Representatives made at the direction of Parent, shall be deemed to be a breach of this Section 5.04 by Parent.

No Solicitation by Parent. (a) From Subject to the provisions of this Section 5.6, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1Termination Date, except as provided in Section 5.7(b) or Section 5.7(d), (i) Parent shallagrees that it shall not, and shall cause its Subsidiaries and its and their respective directors and officers and directors not to, immediately cease, and shall direct and use its reasonable best efforts to cause its and their respective its Subsidiaries’ other Representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities with respect to any Parent Acquisition Proposal (other than the transactions contemplated by this Agreement); (ii) Parent shall not, and shall not authorize or permit any of its Representatives to, directly or indirectly through another Personindirectly, (Ai) initiate, seek, solicit, knowingly facilitate, initiate or knowingly encourage (including by way of furnishing or knowingly facilitate any non-public information relating to Parent or any of its Subsidiaries)inquiry regarding, or knowingly induce the making, making or submission or announcement of any proposal proposal, offer or indication of interest that constitutes, or would reasonably be expected to lead to, or result in, a Parent Acquisition Alternative Proposal, (Bii) engage in, knowingly encourage, continue or otherwise participate in any discussions or negotiations or discussions withwith any Person regarding Parent Alternative Proposal, or provide any communications regarding or any inquiry, proposal or offer that would reasonably be expected to lead to, or result in, a Parent Alternative Proposal (except to notify such Person that the provisions of this Section 5.6 prohibit any such discussions or negotiations), (iii) furnish any non-public information or non-public data to, or afford access relating to the properties, books and records of Parent to, any Person (other than Parent or any of its Affiliates or Representatives) Subsidiaries in connection with or in response to any for the purpose of facilitating a Parent Acquisition Alternative Proposal or any proposal reasonably expected to lead to any Parent Acquisition Proposal inquiry, proposal, offer or grant any waiver or release under any standstill, confidentiality or other agreement (except indication of interest that if the Parent Board determines in good faith, after consultation with its outside legal counsel, that the failure to grant any waiver or release would reasonably be expected to be inconsistent with its fiduciary duties under applicable Lawlead to, or result in, a Parent may waive Alternative Proposal and request the prompt return or destruction of any such standstill provision in order confidential information provided to permit a any third party to make a in connection with any Parent Acquisition Alternative Proposal), ; (Civ) recommend or enter into any binding or non-binding other letter of intent, memorandum of understandings, agreement in principle, memorandum of understanding, merger option agreement, acquisition agreement, option merger agreement, arrangement agreement, amalgamation agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection withsimilar agreement with respect to a Parent Alternative Proposal (except for confidentiality agreements permitted under Section 5.6(b)); (v) approve any transaction under, or that is intended any third party becoming an “interested stockholder” under Section 203 of the DGCL (or similar Takeover Statute applicable to or would reasonably be expected to lead to, any Parent Acquisition Proposal, under Canadian Law); or (Dvi) resolve adopt, approve, endorse, authorize agree or publicly propose to adopt, approve, endorse or authorize to do any of the foregoing; (iii) foregoing or otherwise knowingly facilitate any effort or attempt to make a Parent shall not provide and shall, within twenty-four (24) hours of execution of this Agreement, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s information; and (iv) within twenty-four (24) hours of execution of this Agreement, Parent shall request the return or destruction of all confidential, non-public information and materials provided to third parties that have, entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with Parent or any of its Subsidiaries. 62Alternative Proposal.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Section ‎Section 7.1, except as provided in Section 5.7(b) or Section 5.7(d)expressly permitted by this ‎Section 5.5, (i) Parent agrees that neither it nor any of its Subsidiaries shall, and that it shall not, and shall cause its Subsidiaries and direct its and their respective officers and directors to, immediately cease, and shall direct and use its reasonable best efforts to cause its and their respective other Representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities with respect to any Parent Acquisition Proposal (other than the transactions contemplated by this Agreement); (ii) Parent shall not, and shall not authorize or permit any of its Representatives to, directly or indirectly through another Personindirectly, (Ai) initiate, seek, solicit, knowingly facilitateassist, knowingly induce or knowingly encourage or facilitate (including by way of furnishing providing information) any non-public information relating to Parent inquiries, proposals or any of its Subsidiaries)offers with respect to, or knowingly induce the making, submission submission, announcement or announcement of completion of, any proposal or offer that constitutes, or would be reasonably be expected to lead to, a Parent Acquisition Proposal, Proposal or (Bii) engage in, continue or participate in any negotiations or discussions with, or provide with any non-public information or non-public data to, or afford access to the properties, books and records of Parent to, any Person Third Party (other than Parent or any of its Affiliates or Representativesto refer the inquiring Person to this ‎Section 5.5) in connection with or in response to concerning any Parent Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any Parent Acquisition Proposal Proposal, (iii) furnish or grant any waiver provide or release under any standstill, confidentiality or other agreement (except that if the Parent Board determines in good faith, after consultation with its outside legal counsel, that the failure to grant any waiver or release would reasonably be expected cause to be inconsistent with its fiduciary duties under applicable Law, Parent may waive furnished or provided any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal), (C) enter into any binding or non-binding letter public information or data relating to Parent or any of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise its Subsidiaries in connection with, or for the purpose of soliciting, initiating, encouraging or facilitating, or in response to, any inquiry, proposal or offer that is intended to or constitutes of would reasonably be expected to lead to, any to a Parent Acquisition Proposal, or (Div) resolve or agree to do any of the foregoing; . Parent agrees that it will, and will cause its Subsidiaries and direct its and their respective Representatives to, (iiix) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted heretofore with respect to any Parent shall not provide Acquisition Proposal, (y) deliver a written notice to any such Third Party explicitly stating that Parent is terminating all discussions and shallnegotiations with such Third Party with respect to any Parent Acquisition Proposal, within twenty-four and requesting that such Third Party promptly return or destroy all confidential or proprietary information concerning Parent and its Subsidiaries, and (24z) hours of execution of this Agreement, promptly terminate access of any third party such Third Party to any due diligence or electronic or physical data room (virtual or actual) containing with respect to any of Parent’s informationParent Acquisition Proposal; and (iv) within twenty-four (24) hours of execution of provided, that nothing in this Agreement, Agreement shall restrict Parent shall from permitting a Person to request the return waiver of a “standstill” or destruction of all confidentialsimilar obligation or from granting such a waiver, non-public information and materials provided in each case to third parties that have, entered into confidentiality agreements relating the extent necessary to a possible Parent Acquisition Proposal comply with Parent or any of its Subsidiaries. 62fiduciary duties under applicable Law.

No Solicitation by Parent. (a) From During the date of this Agreement until the earlier of the Effective Time Pre-Closing Period, Parent will not and the termination of this Agreement in accordance with Section 7.1, except as provided in Section 5.7(b) or Section 5.7(d), (i) Parent shall, and shall cause its Subsidiaries and its and their respective officers and directors to, immediately cease, and shall direct and use its reasonable best efforts to cause its and their respective other Representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities with respect to any Parent Acquisition Proposal (other than the transactions contemplated by this Agreement); (ii) Parent shall not, and shall will not authorize or permit any of its Representatives to, directly or indirectly through another Personindirectly, as applicable, (Ai) solicit, initiate, seek, solicitentertain, knowingly encourage, facilitate, knowingly encourage (including by way of furnishing any non-public information relating to Parent support or any of its Subsidiaries), or knowingly induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, a Parent an Acquisition Proposal, except for the purpose of complying with Applicable Law, (Biii) engage in negotiations or discussions with, or provide any non-public information or non-public data to, or afford access to the properties, books and records of Parent to, any Person (other than Parent or any of its Affiliates or Representatives) in connection with or in response to any Parent Acquisition Proposal or any proposal reasonably expected to lead to any Parent Acquisition Proposal or grant any waiver or release under any standstillconfidentiality, confidentiality standstill or other similar agreement (except that if other than to Company), (iv) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (v) enter into any letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (vi) submit any Acquisition Proposal to the vote of any stockholders of Parent or (vii) enter into any other transaction or series of transactions not in the Ordinary Course of Business, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Share Contribution or the other Transactions; provided, however, that, notwithstanding anything contained in this Section 6.2(a), prior to the receipt of the Required Parent Stockholder Vote, Parent may furnish non-public information regarding Parent to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal, which the Parent Board determines in good faith, after consultation with its independent financial advisor and its outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) such Acquisition Proposal was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of Section 6.2(a); (B) the Parent Board concludes in good faith, based on the advice of outside legal counsel, that the failure to grant any waiver or release would take such action is reasonably be expected likely to be inconsistent with its result in a breach of the fiduciary duties of the Parent Board under applicable Applicable Law, Parent may waive any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal), ; (C) at least five (5) Business Days prior to furnishing any such non-public information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent’s intention to furnish non-public information to, or enter into discussions with, such Person; and (D) at least five (5) Business Days prior to furnishing any binding or such non-binding letter public information to such Person, Parent furnishes such non-public information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company). Without limiting the generality of intentthe foregoing, agreement if any of Parent’s Representatives, whether in principlehis, memorandum her or its capacity as such or in any other capacity, takes any action that Parent is obligated pursuant to this Section 6.2(a) not to authorize or permit such Representative to take, then Parent shall be deemed for all purposes of understandingthis Agreement to have breached this Section 6.2(a). In addition, merger agreementnotwithstanding anything in this Agreement to the contrary, acquisition agreementfollowing the receipt of an Acquisition Proposal that was not solicited after the date hereof in contravention of this Section 6.2(a), option agreementthe Parent Board may contact the Person or Group who has made such Acquisition Proposal solely for the purpose of seeking clarification of the terms and conditions thereof, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection withso as to determine whether such Acquisition Proposal is, or that is intended to or would could reasonably be expected to lead to, any Parent Acquisition Proposal, or (D) resolve to do any of the foregoing; (iii) Parent shall not provide and shall, within twenty-four (24) hours of execution of this Agreement, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s information; and (iv) within twenty-four (24) hours of execution of this Agreement, Parent shall request the return or destruction of all confidential, non-public information and materials provided to third parties that have, entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with Parent or any of its Subsidiaries. 62Superior Offer.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement in accordance with Section 7.1Agreement, except as provided otherwise set forth in this Section 5.7(b) or Section 5.7(d)7.02, (i) Parent shallshall not, and shall cause its Subsidiaries and its and their its Subsidiaries’ respective directors and officers and directors to, immediately ceaseto not, and shall direct and use its reasonable best efforts to cause its and their its Subsidiaries’ other respective other Representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities with respect to any Parent Acquisition Proposal (other than the transactions contemplated by this Agreement); (ii) Parent shall not, and shall not authorize or permit any of its Representatives to, directly or indirectly through another Personindirectly, (Ai) solicit, initiate, seek, solicit, knowingly facilitate, facilitate or knowingly encourage (including by way of furnishing information) any non-public information relating to Parent or any of its Subsidiaries)inquiries regarding, or knowingly induce the making, making or submission or announcement of any proposal that constitutesParent Acquisition Proposal, (ii) (A) enter into or participate in any discussions or negotiations with any Third Party, (B) furnish to any Third Party any information, or would reasonably be expected to lead to(C) otherwise assist, participate in, knowingly facilitate or knowingly encourage any Third Party, in each case, in connection with or for the purpose of knowingly encouraging or facilitating, a Parent Acquisition Proposal, (iii) approve, recommend or enter into, or publicly or formally propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Parent Acquisition Proposal, (iv) (A) withdraw or qualify, amend or modify in any manner adverse to the Company the Parent Board Recommendation, (B) engage fail to include the Parent Board Recommendation in negotiations the Parent Circular or discussions with(C) recommend, adopt or provide any non-public information approve or non-public data topublicly propose to recommend, adopt or afford access to the properties, books and records of Parent to, any Person (other than Parent or any of its Affiliates or Representatives) in connection with or in response to approve any Parent Acquisition Proposal (any of the foregoing in this clause (a), a “Parent Adverse Recommendation Change” ) or (v) take any proposal reasonably expected action to lead make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations, inapplicable to any Parent Acquisition Proposal Third Party or grant any waiver or release under any standstill, confidentiality or other agreement (except that if the Parent Board determines in good faith, after consultation with its outside legal counsel, that the failure to grant any waiver or release would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, Parent may waive any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal), (C) enter into any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Parent Acquisition Proposal, or (D) resolve to do any of the foregoing; (iii) Parent shall not provide and shall, within twenty-four (24) hours of execution of this Agreement, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s information; and (iv) within twenty-four (24) hours of execution of this Agreement, Parent shall request the return or destruction of all confidential, non-public information and materials provided to third parties that have, entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with Parent or any of its Subsidiaries. 62.