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 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 person, (i) solicit, initiate or encourage (including by way of furnishing nonpublic information), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes a Company Takeover Proposal (as defined below) or (ii) participate in any substantive discussions or negotiations regarding any Company Takeover Proposal; provided, however, that if and to the extent that, at any time prior to the time of the adoption of this Agreement by the Company's stockholders at the Company Stockholder Meeting, the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that its failure to do so could reasonably be expected to result in a breach of its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to any Company Takeover Proposal which was not solicited by it and which did not otherwise result from a breach of this Section 4.2(a), (x) furnish information with respect to the Company and its subsidiaries to any 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 directorsofficer, officers 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 nonpublic informationinformation to facilitate inquiries), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes a any Company Takeover Proposal (as defined below) or (ii) participate in any substantive discussions or negotiations negotia- tions regarding any Company Takeover Proposal; provided, however, that if and to the extent that, at any time prior to the time of the adoption of this Agreement by the Company's stockholders at the Company Stockholder Meetingif, the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that its failure it is necessary to do so could reasonably be expected in order to result in a breach of comply with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to any a Company Takeover Proposal (as defined below) which was not solicited by it and or which did not otherwise result from a breach of this Section 4.2(a4.02(a), and subject to providing prior written notice of its decision to take such action to Parent (xthe "Company Notice") furnish information and compliance with respect to Section 4.02(c), 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 personTakeover Proposal has a reasonable likelihood of resulting in a Company Superior

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any of its subsidiaries Subsidiaries to, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries Subsidiaries to, directly or indirectly through another personPerson, (i) solicit, initiate or encourage (including by way of furnishing nonpublic information), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes a Company Takeover Proposal (as defined below) or (ii) participate in any substantive discussions or negotiations regarding any Company Takeover Proposal; provided, however, that if and to the extent thatif, at any time prior to the time date of the adoption of this Agreement by Company Stockholders Meeting (the Company's stockholders at the Company Stockholder Meeting"Applicable Period"), the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that its failure it is legally advisable to do so could reasonably be expected in order to result in a breach of comply with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to any Company Takeover a Superior Proposal (as defined below) which was not solicited by it and or which did not otherwise result from a breach of this Section 4.2(a)6.2, and subject to providing prior written notice of its decision to take such action to Lucent (x) furnish information with respect to the Company and its subsidiaries to any persona "Section 6.2