Common use of No Solicitation; Change in Recommendation Clause in Contracts

No Solicitation; Change in Recommendation. (a) Seller shall, and shall cause each of its Subsidiaries and their respective Representatives to immediately (i) cease and terminate any solicitation, encouragement, discussions or negotiations with any Persons with respect to an Acquisition Proposal or a potential Acquisition Proposal, (ii) terminate access to any physical or electronic data rooms related to a possible Acquisition Proposal (other than a data room utilized solely by Buyer, its Affiliates and their respective Representatives and not any third Person) and (iii) request that any such Person and its Representatives promptly return or destroy all confidential information concerning Seller and its Subsidiaries theretofore furnished thereto by or on behalf of Seller or any of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case, in accordance with the applicable confidentiality agreement between Seller or any of its Affiliates, on one hand, and such Person, on the other hand. Until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article IX, Seller shall not, and shall cause each of its Subsidiaries and their respective Representatives not to, directly or indirectly, (A) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making or announcement of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal, (C) approve, endorse or recommend any Acquisition Proposal or (D) enter into any Seller Acquisition Agreement (as defined below) with respect to an Acquisition Proposal (including any confidentiality agreement).

No Solicitation; Change in Recommendation. (a) Seller Except as expressly permitted by this Section 7.3, during the Interim Period, Parent and the Company shall, and shall cause each of its the Parent Subsidiaries and the Company Subsidiaries, respectively, and their respective Representatives to immediately Representatives, (i) to immediately cease and terminate any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition a Competing Proposal (or a potential Acquisition Proposal, (ii) terminate access that may be ongoing with respect to any physical inquiry or electronic data rooms related proposal that may be reasonably expected to lead to a possible Acquisition Proposal (other than a data room utilized solely by BuyerCompeting Proposal), its Affiliates and their respective Representatives and not any third Person) and (iii) request that any such Person and its Representatives promptly return or destroy all confidential information concerning Seller Parent and its the Parent Subsidiaries theretofore furnished thereto by or on behalf of Seller or and the Company and the Company Subsidiaries and immediately terminate all physical and electronic data room access granted to any of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case, in accordance with the applicable confidentiality agreement between Seller or any of its Affiliates, on one hand, Representatives and such Person, on the other hand. Until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article IX, Seller shall not, and shall cause each of its Subsidiaries and their respective Representatives (ii) not to, directly or indirectly, (A) solicit, initiate, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, inquiry or the making or announcement of any proposal or offer that which constitutes, or would may reasonably be expected to lead to, an Acquisition any Competing Proposal, (B) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any other Person information or data to, any Person that is seeking to make, has made or is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition facilitating, a Competing Proposal, or (C) approve, endorse or recommend any Acquisition Proposal or (D) enter into any Seller Acquisition Agreement (as defined below) letter of intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other agreement with respect to an Acquisition a Competing Proposal (including other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). It is agreed that any confidentiality agreement)violation of the restrictions set forth in this Section 7.3(a) by any of the Parent Subsidiaries or the Company Subsidiaries shall be deemed to be a breach of this Section 7.3(a) by Parent or the Company, as applicable.

No Solicitation; Change in Recommendation. (a) Seller shall, The Company and shall cause each of its Subsidiaries and their respective Representatives officers, directors and employees shall, and the Company and its Subsidiaries shall use their reasonable best efforts to cause their other Representatives, to immediately (i) cease and terminate any solicitation, encouragement, cause to be terminated all existing discussions or negotiations with any Persons Person conducted heretofore with respect to an Acquisition any Takeover Proposal or a potential Acquisition Proposalany proposal reasonably expected to lead to, (ii) terminate access any Takeover Proposal and shall promptly request the return from, or destruction by, all such Persons of all copies of non-public information previously furnished or made available to any physical or electronic data rooms related to a possible Acquisition Proposal (other than a data room utilized solely by Buyer, its Affiliates and their respective Representatives and not any third Person) and (iii) request that any such Person and its Representatives promptly return or destroy all confidential information concerning Seller and its Subsidiaries theretofore furnished thereto Persons by or on behalf of Seller or any of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case, the Company in accordance with the applicable terms of any confidentiality or similar agreement between Seller or any of its Affiliates, on one hand, and in place with such Person. The Company and its Subsidiaries and their respective officers, on the other hand. Until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article IX, Seller directors and employees shall not, and shall use their reasonable best efforts to cause each of its Subsidiaries and their respective other Representatives not to, directly or indirectly, (Ai) solicit, initiate, knowingly facilitate encourage or knowingly encourage facilitate any (including by way of furnishing or providing access to non-public information) any inquiries regarding), or the making or announcement of take any proposal or offer that constitutes, or would action which is reasonably be expected to lead to, an Acquisition a Takeover Proposal, ; (Bii) conduct enter into or engage in, enter into, continue or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 6.3 without more) or negotiations withwith any Person regarding any Takeover Proposal; (iii) approve any transaction under, or furnish any information or data to, any Person that is seeking to make(other than Parent or Purchaser) becoming an “interested stockholder” under, has made Section 203 of the DGCL (except for any transaction involving Parent, Purchaser or is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose any of knowingly encouraging or knowingly facilitating an Acquisition Proposal, (C) approve, endorse or recommend any Acquisition Proposal their Affiliates); or (Div) enter into any Seller Acquisition Agreement (as defined below) with respect to an Acquisition merger agreement, agreement in principle, letter of intent, or other similar agreement providing for any Takeover Proposal (including each, a “Company Acquisition Agreement”). Without limiting the foregoing, it is agreed that any confidentiality agreement)violation of the restrictions on the Company set forth in this Section 6.3 by any officer or director of the Company (or any other Representative of the Company that is authorized, intentionally sanctioned or intentionally caused by the Company) shall be deemed a breach of this Section 6.3 by the Company.

No Solicitation; Change in Recommendation. (a) Seller The Company agrees that it shall, and shall cause each of its Subsidiaries Subsidiaries, directors, officers and their respective employees to, and shall direct and use its reasonable best efforts to cause its other Representatives to to, immediately (i) cease and terminate any solicitation, encouragement, all existing discussions or negotiations with any Persons Person (other than Parent and its Affiliates) conducted heretofore with respect to an Acquisition Proposal or a potential Acquisition Proposal, (ii) terminate access to any physical or electronic data rooms related to a possible Acquisition Proposal (other than a data room utilized solely by Buyer, its Affiliates and their respective Representatives and not any third Person) and (iii) request that any such Person and its Representatives promptly return or destroy all confidential information concerning Seller and its Subsidiaries theretofore furnished thereto by or on behalf of Seller or any of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case, in accordance with the applicable confidentiality agreement between Seller or any of its Affiliates, on one hand, and such Person, on the other hand. Until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article IX, Seller shall not, and shall cause each of its Subsidiaries and their respective Representatives not to, directly or indirectly, (A) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making or announcement of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition a Takeover Proposal, and request from each Person that has executed a confidentiality agreement with the Company the prompt return or destruction of all confidential information previously furnished to such Person or its Representatives and terminate access by each such Person and its Representatives to any online or other data rooms containing any non-public information in respect of the Company or any of its Subsidiaries. Except as expressly permitted in this Section 5.3, from the date of this Agreement until the earlier of the Effective Time or the date, if any on which this Agreement is terminated pursuant to Section 7.1, the Company shall not, and shall cause its Subsidiaries, directors, officers and employees to, and shall direct and use its reasonable best efforts to cause its other Representatives not to, directly or indirectly, (Bi) conduct solicit, initiate or engage inknowingly encourage or knowingly facilitate, any Takeover Proposal or the making or consummation thereof by any Person (other than Parent), including by approving any transaction, or approving any Person (other than Parent and Merger Sub) becoming an “interested stockholder” for purposes of Section 203 of the DGCL), (ii) enter into, continue or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 5.3) or negotiations with, or furnish regarding any information or data to, any Person that is seeking to make, has made or is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Takeover Proposal, (Ciii) approvefurnish to any Person any information concerning the Company, endorse or recommend any Acquisition Proposal access to the properties, books and records of the Company and its Subsidiaries, in connection with, any Takeover Proposal, or (Div) enter into propose, agree or publicly announce an intention to take any Seller Acquisition Agreement (as defined below) with respect of the foregoing actions or any other action which would reasonably be expected to an Acquisition Proposal (including lead to, encourage or facilitate a Takeover Proposal. Without limiting the foregoing, the Company agrees that in the event any confidentiality agreement)Subsidiary of the Company or any of its and their respective Representatives takes any action which, if taken by the Company, would constitute a violation of this Section 5.3, the Company shall be deemed to be in breach of this Section 5.3.

No Solicitation; Change in Recommendation. (a) Seller The Company shall, and shall cause each of its Subsidiaries to, and their respective shall cause its Representatives to immediately to, (i) immediately cease and terminate any solicitation, encouragement, discussions or negotiations with any Persons persons with respect to an Acquisition a Takeover Proposal or a potential Acquisition Proposal, that existed prior to the date of this Agreement and (ii) terminate access to any physical or electronic data rooms related to a possible Acquisition Proposal (other than a data room utilized solely by Buyerfrom the date hereof until the Effective Time, its Affiliates and their respective Representatives and not any third Person) and (iii) request that any such Person and its Representatives promptly return or destroy all confidential information concerning Seller and its Subsidiaries theretofore furnished thereto by or on behalf of Seller or any of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case, in accordance with the applicable confidentiality agreement between Seller or any of its Affiliates, on one hand, and such Person, on the other hand. Until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article IX, Seller shall not, and shall cause each of its Subsidiaries and their respective Representatives not to, directly or indirectly, (A) solicit, initiate, solicit or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making or announcement of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Takeover Proposal, (B) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any other person any non-public information or data to, any Person that is seeking to make, has made or is considering making an Acquisition Proposal or otherwise take such actions in connection with with, in response to or for the purpose of knowingly encouraging facilitating or knowingly facilitating an Acquisition encouraging, a Takeover Proposal, (C) approveenter into any letter of intent, endorse memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or recommend other similar agreement with respect to either a Takeover Proposal or any Acquisition proposal or offer that could reasonably be expected to lead to a Takeover Proposal or (D) enter release any person from, waive any provision of or fail to enforce any standstill agreement to which the Company or any of its Subsidiaries is a party, unless taking such action is reasonably likely to lead to the receipt by the Company of a Superior Proposal. The Company shall promptly deliver a written notice to each person that entered into any Seller Acquisition Agreement (as defined below) a confidentiality agreement in anticipation of potentially making a Takeover Proposal to the effect that the Company is ending all discussions and negotiations with such person with respect to an Acquisition Proposal (including any confidentiality agreement)Takeover Proposal, effective on the date hereof, and the notice shall also demand such person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries.

No Solicitation; Change in Recommendation. (a) Seller Except as expressly permitted by this Section 7.3, during the Interim Period, Parent and the Company shall, and shall cause each of its the Parent Subsidiaries and the Company Subsidiaries, respectively, and their respective Representatives to immediately Representatives, (i) to immediately cease and terminate any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition a Competing Proposal (or a potential Acquisition Proposal, (ii) terminate access that may be ongoing with respect to any physical inquiry or electronic data rooms related proposal that may be reasonably expected to lead to a possible Acquisition Proposal (other than a data room utilized solely by BuyerCompeting Proposal), its Affiliates and their respective Representatives and not any third Person) and (iii) request that any such Person and its Representatives promptly return or destroy all confidential information concerning Seller Parent and its the Parent Subsidiaries theretofore furnished thereto by or on behalf of Seller or and the Company and the Company Subsidiaries and immediately terminate all physical and electronic data room access granted to any of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case, in accordance with the applicable confidentiality agreement between Seller or any of its Affiliates, on one hand, Representatives and such Person, on the other hand. Until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article IX, Seller shall not, and shall cause each of its Subsidiaries and their respective Representatives (ii) not to, directly or indirectly, (A) solicit, initiate, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, inquiry or the making or announcement of any proposal or offer that which constitutes, or would may reasonably be expected to lead to, an Acquisition any Competing Proposal, (B) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any other Person information or data to, any Person that is seeking to make, has made or is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition facilitating, a Competing Proposal, or (C) approve, endorse or recommend any Acquisition Proposal or (D) enter into any Seller Acquisition Agreement (as defined below) letter of intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other agreement with respect to an Acquisition a Competing Proposal (including other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Notwithstanding the foregoing in this Section 7.3(a), upon the unsolicited request of a third party, the Party receiving such request (the “Request Recipient”) may grant a waiver of a standstill, confidentiality, or similar obligation for the purpose of allowing a third party to make a confidential unsolicited Competing Proposal to the Request Recipient’s board of trustees (or an authorized committee thereof) if contemporaneously with granting such waiver, the Request Recipient notifies the other Party of such waiver, such notice to be made orally and confirmed in writing, and of the identity of the Person(s) receiving such waiver. It is agreed that any confidentiality agreement)violation of the restrictions set forth in this Section 7.3(a) by any Representative of Parent or the Company or any of the Parent Subsidiaries or the Company Subsidiaries shall be deemed to be a breach of this Section 7.3(a) by Parent or the Company, as applicable.