Common use of No Solicitation by the Company Clause in Contracts

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal the consummation of which would constitute an Alternative Transaction or (ii) participate in any negotiations regarding any Alternative Transaction; provided, however, that if, at any time prior to the adoption of this Agreement by the holders of the Company Common Stock, the Company Board determines in good faith, after receipt of advice from outside counsel, that such action is required for the Company Board to comply with its fiduciary obligations to the Company's stockholders under applicable law, the Company may, in response to any such proposal that was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a), and subject to compliance with Section 5.7(c) hereof, (A) furnish information with respect to the Company and its Subsidiaries to any person pursuant to a customary confidentiality agreement containing terms as to confidentiality no less restrictive than the Confidentiality Agreement and (B) participate in negotiations regarding such proposal. For purposes of this Agreement "

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal the consummation of which would constitute an Alternative Transaction or (ii) participate in any discussions or negotiations regarding any Alternative Transaction; provided, however, that if, at any time prior to the adoption of this Agreement by the holders of the Company Common Stock, the Company Board determines in good faith, after receipt of advice from outside counsel, that such action is required for the Company Board to comply with its fiduciary obligations to the Company's stockholders shareholders under applicable law, the Company may, in response to any such proposal that was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a5.6(a), and subject to compliance with Section 5.7(c5.6(c) hereof, (A) furnish information with respect to the Company and its Subsidiaries to any person pursuant to a customary confidentiality agreement containing terms as to confidentiality no less restrictive than the Confidentiality Agreement and (B) participate in negotiations regarding such proposal. For purposes of this Agreement "

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal the consummation of which would constitute an Alternative Transaction or (ii) participate in any discussions or negotiations regarding any Alternative Transaction; provided, however, that if, at any time prior to the adoption of this Agreement by the holders of the Company Common Stock, the Company Board determines in good faith, after receipt of advice from outside counsel, that such action is required for the Company Board to comply with its fiduciary obligations to the Company's ’s stockholders under applicable law, the Company may, in response to any such proposal that was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a5.6(a), and subject to compliance with Section 5.7(c5.6(c) hereof, (A) furnish information with respect to the Company and its Subsidiaries to any person pursuant to a customary confidentiality agreement containing terms as to confidentiality no less restrictive than the Confidentiality Agreement and (B) participate in discussions or negotiations regarding such proposal. For purposes of this Agreement "Agreement, “

No Solicitation by the Company. (a) The Neither the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of the officers and directors of any of them shall, and the Company shall direct and use its officersreasonable best efforts to cause its and its Subsidiaries' employees, directors or employees or agents and representatives, including any investment banker, financial advisor, attorney, attorney or accountant or other representative retained by it or any of its Subsidiaries (the Company, its Subsidiaries and their respective officers, directors, employees, agents and representatives being the "Company Representatives") not to, directly or indirectly through another personPerson, (i) initiate, solicit, initiate encourage or encourage otherwise knowingly facilitate any inquiries (including by way of furnishing information), information or take any other action designed to facilitate, any inquiries otherwise) or the making of any proposal the consummation of which would constitute an Alternative Transaction Acquisition Proposal or (ii) participate in any discussions or engage in any negotiations regarding any Alternative Transactionconcerning an Acquisition Proposal; provided, however, that if, at any time prior to the adoption of this Agreement by the holders of the Company Common Stock, the Company Board determines in good faith, after receipt of advice from outside counsel, that such action is required for the Company Board to comply with its fiduciary obligations to the Company's stockholders under applicable lawBoard of Directors may, or may authorize the Company mayRepresentatives to, in response to any such proposal an Acquisition Proposal that was not solicited by it the Board of Directors of the Company concludes in good faith is, or which did not otherwise result from is reasonably likely to become, a breach of this Section 5.7(a), and subject to compliance with Section 5.7(c) hereofSuperior Proposal, (Ax) furnish information with respect to the Company and its Subsidiaries to any person pursuant to a customary confidentiality agreement containing terms as to confidentiality no less restrictive than the Confidentiality Agreement Person making such Superior Proposal and (By) participate in discussions or negotiations regarding such proposalSuperior Proposal, provided that, prior to taking any such action, the Company provides reasonable advance notice to the Bidder that it is taking such action. For purposes of this Agreement "

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal the consummation of which would constitute an Alternative Transaction or (ii) participate in any discussions or negotiations regarding any Alternative Transaction; provided, however, that if, at any time prior to the adoption of this Agreement by the holders of the Company Common Stock, the Company Board determines in good faith, after receipt of advice from outside counsel, that such action is required for the Company Board to comply with its fiduciary obligations to the Company's stockholders shareholders under applicable law, the Company may, in response to any such proposal that was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a5.6(a), and subject to compliance with Section 5.7(c5.6(c) hereof, (A) furnish information with respect to the Company and its Subsidiaries to any person pursuant to a customary confidentiality agreement containing terms as to confidentiality no less restrictive than the Confidentiality Agreement and (B) participate in negotiations regarding such proposal. For purposes of this Agreement "person

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any of its Subsidiaries Company Subsidiary to, nor shall it authorize or permit any of its officersofficer, directors director or employees employee of, or any investment banker, financial advisor, attorney, accountant or other advisor or representative retained by it of, the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing informationinformation to facilitate inquiries), or take any other action designed to facilitate, any inquiries or the making of any proposal the consummation of which would constitute an Alternative Transaction constitutes any Company Takeover Proposal (as defined below) or (ii) participate in any negotiations discussions or negotia- tions regarding any Alternative TransactionCompany Takeover Proposal; provided, however, that if, at any time prior to the adoption Board of this Agreement by the holders Directors of the Company Common Stock, the Company Board determines in good faith, after receipt of advice from consultation with outside counsel, that such action it is required for the Company Board necessary to do so in order to comply with its fiduciary obligations duties to the Company's stockholders under applicable law, the Company may, in response to any such proposal that a Company Takeover Proposal (as defined below) which was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a4.02(a), and subject to providing prior written notice of its decision to take such action to Parent (the "Company Notice") and compliance with Section 5.7(c) hereof4.02(c), (A) furnish information with respect to so long as the Company's Board of Directors further determines in good faith, based on the advice of its financial advisor, that such Company and its Subsidiaries to any person pursuant to Takeover Proposal has a customary confidentiality agreement containing terms as to confidentiality no less restrictive than the Confidentiality Agreement and (B) participate reasonable likelihood of resulting in negotiations regarding such proposal. For purposes of this Agreement "a Company Superior

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officersdirectors, directors officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another personPerson, (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or ) the making of any proposal the consummation of which would constitute an Alternative Transaction that constitutes a Company Competing Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding any Alternative TransactionCompany Competing Proposal; provided, however, that if, at any time prior to the adoption of this Agreement by the holders date of the Company Common StockShareholders Meeting (the "Company Applicable Period"), the Board of Directors of Company Board determines in good faith, after receipt of advice from consultation with outside counsel, that such action is required for to do otherwise would not be in the Company Board to comply with its fiduciary obligations to best interests of the Company's stockholders under applicable lawshareholders, the Company and its representatives may, in response to any such proposal that was not solicited by it or a Company Competing Proposal which did not otherwise result from a breach of this Section 5.7(a7.4(a) and which could reasonably be expected to constitute, if consummated, a Company Superior Proposal (as hereinafter defined), and subject to compliance with Section 5.7(c) hereof, (Ax) furnish information with respect to the Company and its Subsidiaries to any person Person making such Company Competing Proposal pursuant to a customary confidentiality agreement containing terms (as to confidentiality no less restrictive than determined by the Confidentiality Agreement Company after consultation with its outside counsel) and (By) participate in discussions or negotiations regarding such proposalCompany Competing Proposal. For purposes of this Agreement Agreement, "

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officersdirectors, directors officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly indirectly, through another personPerson, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal the consummation of which would constitute an Alternative Transaction constitutes any Company Takeover Proposal or (ii) participate in any discussions or negotiations regarding any Alternative TransactionCompany Takeover Proposal; provided, however, that if, at any time prior to time, the adoption Board of this Agreement by the holders Directors of the Company Common Stock, the Company Board determines in good faith, after receipt of advice from outside counselconsultation with such legal, financial and other advisors as it deems appropriate, that such action it is required for the Company Board necessary to comply do so in order to act in a manner consistent with its fiduciary obligations to the Company's stockholders duties under applicable law, the Company may, prior to the date of the Shareholders Meeting and in response to any such proposal a Superior Proposal that was not solicited by it or which that did not otherwise result from a breach of this Section 5.7(aSECTION 4.4(A), and subject to compliance with Section 5.7(c) hereof, (Ax) furnish non-public information with respect to the Company and its Subsidiaries to any person Person making or proposing to make a Superior Proposal pursuant to a customary confidentiality agreement containing terms as to confidentiality no less restrictive than the Confidentiality Agreement and (By) participate in discussions or negotiations regarding such proposal. For purposes of this Agreement "Superior Proposal.

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal the consummation of which would constitute an Alternative Transaction or (ii) participate in any discussions or negotiations regarding any Alternative Transaction; provided, however, that if, at any time prior to the adoption of this Agreement by the holders of the Company Common Stock, the Company Board determines in good faith, after receipt of advice from outside counsel, that such action is required for the Company Board to comply with its fiduciary obligations to the Company's stockholders under applicable law, the Company may, in response to any such proposal that was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a5.6(a), and subject to compliance with Section 5.7(c5.6(c) hereof, (A) furnish information with respect to the Company and its Subsidiaries to any person pursuant to a customary confidentiality agreement containing terms as to confidentiality no less restrictive than the Confidentiality Agreement and (B) participate in discussions or negotiations regarding such proposal. For purposes of this Agreement Agreement, "