Common use of No Solicitation by Parent Clause in Contracts

No Solicitation by Parent. (a) Subject to the provisions of this Section 5.5, from the date of this Agreement until the earlier of the First Effective Time and the Termination Date, Parent agrees that it shall not, and shall cause its Subsidiaries and its and their respective directors and officers not to, and shall use its reasonable best efforts to cause its other Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly facilitate any inquiry regarding, or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, or result in, a Parent Alternative Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any Person regarding Parent Alternative Proposal 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 5.5 prohibit any such discussions or negotiations), (iii) furnish any nonpublic information relating to Parent or its Subsidiaries in connection with or for the purpose of facilitating a Parent Alternative Proposal or any inquiry, proposal, offer or indication of interest that would reasonably be expected to lead to, or result in, a Parent Alternative Proposal; (iv) recommend or enter into any other letter of intent, memorandum of understandings, agreement in principle, option agreement, acquisition agreement, merger agreement, arrangement agreement, amalgamation agreement, joint venture agreement, partnership agreement or other similar agreement with respect to a Parent Alternative Proposal (except for confidentiality agreements permitted under Section 5.5(b)); or (v) approve, authorize or agree to do any of the foregoing or otherwise knowingly facilitate any effort or attempt to make a Parent Alternative Proposal.

No Solicitation by Parent. (a) Subject to the provisions of this Section 5.5, from the date of this Agreement until the earlier of the First Effective Time and the Termination DateSections 5.8(b)-(f), Parent agrees that neither it nor any subsidiary of Parent shall, and that it shall not, and shall cause its Subsidiaries and direct its and their respective directors and officers not toRepresentatives, and shall use its reasonable best efforts to cause its other Representatives not to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage (including by providing information) or knowingly facilitate any inquiry regardinginquiries, proposals or offers with respect to, or the making or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, or result incompletion of, a Parent Alternative Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any Person regarding Parent Alternative Proposal or any inquiry, proposal or offer that would reasonably be expected to lead toconcerning, or result in, a Parent Alternative Proposal (except provide or cause to notify such Person that the provisions of this Section 5.5 prohibit be provided any such discussions non-public information or negotiations), (iii) furnish any nonpublic information data relating to Parent or any of its Subsidiaries subsidiaries in connection with, or have any discussions (other than to state that they are not permitted to have discussions) with or for the purpose of facilitating a Parent Alternative Proposal or any inquiry, proposal, offer or indication of interest that would reasonably be expected to lead person relating to, an actual or result in, a proposed Parent Alternative Proposal; (iv) recommend or enter into any other letter of intent, memorandum of understandings, agreement in principle, option agreement, acquisition agreement, merger agreement, arrangement agreement, amalgamation agreement, joint venture agreement, partnership agreement or other similar agreement with respect to a Parent Alternative Proposal (except for confidentiality agreements permitted under Section 5.5(b)); or (v) approve, authorize or agree to do any of the foregoing or otherwise knowingly encourage or knowingly facilitate any effort or attempt to make or implement a Parent Alternative Proposal, (iii) approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Parent Alternative Proposal, (iv) amend or grant any waiver or release under any standstill or similar agreement, or (v) agree to do any of the foregoing; provided, however, that it is understood and agreed that any determination or action by the Parent Board permitted under Sections 5.8(c) or (d), shall not be deemed to be a breach or violation of this Section 5.8(a). Parent acknowledges and agrees that any violation of the restrictions set forth in the preceding sentence by any Representative of Parent or any of its subsidiaries shall be deemed to constitute a breach of this Section 5.8(a) by Parent.

No Solicitation by Parent. (a) Subject to the provisions of this Section 5.56.8(b), from the date of this Agreement until the earlier of the First Effective Time and or, if earlier, the Termination Datetermination of this Agreement in accordance with Article VIII, none of Parent agrees that it shall notor Parent’s Subsidiaries shall, and shall cause its Subsidiaries and its and their respective directors and officers not to, and Parent shall use its reasonable best efforts to cause its other respective Representatives not to, directly or indirectly, (iA) solicitinitiate, initiate solicit or knowingly encourage or knowingly facilitate any inquiry regarding, or the making or submission of any proposal inquiries, proposals or offer offers that constitutes, constitute any Alternative Proposal or would reasonably be expected to lead to, or result in, a Parent Alternative Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any Person regarding Parent Alternative Proposal respect thereto or any inquiry, proposal otherwise cooperate with or offer that would reasonably be expected to lead to, assist or result in, a Parent Alternative Proposal (except to notify such Person that the provisions of this Section 5.5 prohibit participate in any such inquiries, proposals, discussions or negotiations), or (iiiB) furnish any nonpublic information relating approve or recommend, or publicly propose to Parent approve or its Subsidiaries in connection with or for the purpose of facilitating a Parent recommend, an Alternative Proposal or any inquiry, proposal, offer or indication of interest that would reasonably be expected to lead to, or result in, a Parent Alternative Proposal; (iv) recommend or enter into any other merger agreement, letter of intent, memorandum of understandings, agreement in principle, option share purchase agreement, acquisition asset purchase agreement or share exchange agreement, merger agreement, arrangement agreement, amalgamation agreement, joint venture agreement, partnership option agreement or other similar agreement with respect providing for or relating to a Parent an Alternative Proposal (except for confidentiality agreements permitted under Section 5.5(b)); or (v) approveenter into any agreement or agreement in principle requiring Parent to abandon, authorize terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing foregoing. Subject to Section 6.8(b), Parent shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or otherwise knowingly facilitate negotiation with any effort Persons conducted theretofore by Parent, its Subsidiaries or attempt any Representatives with respect to make a Parent any Alternative Proposal.

No Solicitation by Parent. (a) Subject to the provisions of Except as expressly permitted by this Section 5.55.04, from the date of this Agreement until the earlier of the First Effective Time and or, if earlier, the Termination Datevalid termination of this Agreement in accordance with Section 9.01, Parent agrees that it shall not, and shall cause its Subsidiaries and its and their respective directors and officers not to, to and shall use its reasonable best efforts to cause its other and their respective Representatives not to, directly or indirectly, : (i) solicit, initiate or knowingly encourage or knowingly facilitate any inquiry regarding, or the making or submission of any make a proposal or offer that constitutes, constitutes an Acquisition Proposal or would reasonably be expected to lead to, or result in, a Parent Alternative Proposal, (ii) engage inexecute or enter into, continue any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or otherwise participate other similar agreement for or relating to any Acquisition Proposal; provided, that notwithstanding anything to the contrary in this Agreement, nothing herein shall prevent Parent or its Representatives from engaging in any solicitation, discussions or negotiations with any Person regarding Parent Alternative (other than the Company and its Representatives) in connection with an Acquisition Proposal or any inquiry, proposal inquiry or offer request for information that would reasonably be expected to lead to, or result in, an Acquisition Proposal. 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, or any of Parent’s or its Subsidiaries’ respective Representatives made at the direction of Parent, shall be deemed to be a Parent Alternative Proposal (except to notify such Person that the provisions breach of this Section 5.5 prohibit any such discussions or negotiations), (iii) furnish any nonpublic information relating to Parent or its Subsidiaries in connection with or for the purpose of facilitating a Parent Alternative Proposal or any inquiry, proposal, offer or indication of interest that would reasonably be expected to lead to, or result in, a Parent Alternative Proposal; (iv) recommend or enter into any other letter of intent, memorandum of understandings, agreement in principle, option agreement, acquisition agreement, merger agreement, arrangement agreement, amalgamation agreement, joint venture agreement, partnership agreement or other similar agreement with respect to a Parent Alternative Proposal (except for confidentiality agreements permitted under Section 5.5(b)); or (v) approve, authorize or agree to do any of the foregoing or otherwise knowingly facilitate any effort or attempt to make a Parent Alternative Proposal5.04 by Parent.