Common use of No Solicitation Notification Clause in Contracts

No Solicitation Notification. Except as set forth in Section 8 hereof, the Stockholder hereby agrees that during and for the term of this Agreement, the Stockholder shall not, nor shall the Stockholder authorize any of his, her or its Representatives to, directly or indirectly, (a) solicit, initiate, encourage or facilitate the making, submission or announcement of any Takeover Proposal with respect to the Company; (b) furnish any information regarding the Company to any Person in connection with or in response to any Takeover Proposal with respect to the Company; (c) engage in discussions or negotiations with any Person relating to any Takeover Proposal with respect to the Company; (d) approve, endorse or recommend any Takeover Proposal with respect to the Company; (e) make any public statement contrary to the Company Board Recommendation unless the Stockholder reasonably believes after consultation with legal counsel that such public statement is required under applicable Law; or (f) enter into any Company Acquisition Agreement or enter into any agreement or agreement in principle requiring the Stockholder to abandon, terminate or breach his, her or its obligations hereunder or fail to consummate the transactions contemplated hereby. The Stockholder shall, and shall advise its Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Stockholder or any of his, her or its Representatives with respect to any Takeover Proposal. The Stockholder further acknowledges the obligations of the Company under Section 6.04 of the Merger Agreement and agrees that the Stockholder (solely in the Stockholder’s capacity as such) shall not, and shall not authorize or permit any of its Representatives to act on the Stockholder’s behalf in order to, directly or indirectly, take any action or omit to take any action in contravention of such obligations or to circumvent the purposes of Section 6.04 of the Merger Agreement. The Stockholder agrees to promptly notify Parent of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any breach of any of the representations and warranties of the Stockholder set forth herein.

No Solicitation Notification. Except (a) The Company and its officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as set forth in Section 8 hereof, hereinafter defined). From and after the Stockholder hereby agrees that during and for date hereof until the term termination of this Agreement, the Stockholder Company shall not, nor shall the Stockholder authorize it permit any of hisits Subsidiaries to, her authorize or permit any of its Representatives 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, (ai) solicit, initiateinitiate or knowingly encourage (including by way of furnishing non-public information or assistance), encourage or facilitate knowingly take any other action to facilitate, any inquiries or the making, submission or announcement making of any Takeover Proposal with respect to the Company; (b) furnish any information regarding the Company to any Person in connection with or in response to any Takeover Proposal with respect to the Company; (c) engage in discussions or negotiations with any Person relating to any Takeover Proposal with respect to the Company; (d) approve, endorse or recommend any Takeover Proposal with respect to the Company; (e) make any public statement contrary to the Company Board Recommendation unless the Stockholder reasonably believes after consultation with legal counsel that such public statement is required under applicable Law; or (f) enter into any Company Acquisition Agreement or enter into any agreement or agreement in principle requiring the Stockholder to abandon, terminate or breach his, her or its obligations hereunder or fail to consummate the transactions contemplated hereby. The Stockholder shall, and shall advise its Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Stockholder or any of his, her or its Representatives with respect to any Takeover Proposal. The Stockholder further acknowledges the obligations of the Company under Section 6.04 of the Merger Agreement and agrees that the Stockholder (solely in the Stockholder’s capacity as such) shall not, and shall not authorize or permit any of its Representatives to act on the Stockholder’s behalf in order to, directly or indirectly, take any action or omit to take any action in contravention of such obligations or to circumvent the purposes of Section 6.04 of the Merger Agreement. The Stockholder agrees to promptly notify Parent of any development occurring after the date hereof that causesproposal which constitutes, or that would reasonably be expected to causelead to, any breach Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; provided that if, at any time the Board of Directors of the Company determines in good faith, after receiving the advice of independent legal counsel (who may be the Company's regularly engaged independent counsel), that it is necessary to do so in the exercise of its fiduciary duties to the Company's shareholders under applicable Law, the Company may, in response to an unsolicited Acquisition Proposal, and subject to compliance with Section 5.3(c), (A) furnish information with respect to the Company to any person pursuant to a confidentiality agreement in reasonably customary form and (B) participate in discussions or negotiations regarding such Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any inquiry, proposal or offer (or any public announcement of a proposal, plan or intention to do any of the representations and warranties foregoing or any agreement to engage in the foregoing) from any person relating to any direct or indirect acquisition or purchase of 20% or more of the Stockholder set forth herein.assets of the Company or any of its Subsidiaries or 20% or more of any class of equity securities of the Company or any of its subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any

No Solicitation Notification. Except as set forth in Section 8 hereof, the Stockholder Xxxxxx hereby agrees that during and for the term of this Agreement, the Stockholder Xxxxxx shall not, nor shall the Stockholder Xxxxxx authorize any of his, her or its Representatives to, directly or indirectly, (a) solicit, initiate, encourage or facilitate the making, submission or announcement of any Takeover Proposal with respect to the Company; (b) furnish any information regarding the Company to any Person in connection with or in response to any Takeover Proposal with respect to the Company; (c) engage in discussions or negotiations with any Person relating to any Takeover Proposal with respect to the Company; (d) approve, endorse or recommend any Takeover Proposal with respect to the Company; (e) make any public statement contrary to the Company Board Recommendation unless the Stockholder Xxxxxx reasonably believes after consultation with legal counsel that such public statement is required under applicable Law; or (f) enter into any Company Acquisition Agreement or enter into any agreement or agreement in principle requiring the Stockholder Xxxxxx to abandon, terminate or breach his, her or its obligations hereunder or fail to consummate the transactions contemplated hereby. The Stockholder Xxxxxx shall, and shall advise its Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Stockholder Xxxxxx or any of his, her or its Representatives with respect to any Takeover Proposal. The Stockholder Xxxxxx further acknowledges the obligations of the Company under Section 6.04 of the Merger Agreement and agrees that the Stockholder (solely in the Stockholder’s capacity as such) Xxxxxx shall not, and shall not authorize or permit any of its Representatives to act on the Stockholder’s Xxxxxx’x behalf in order to, directly or indirectly, take any action or omit to take any action in contravention of such obligations or to circumvent the purposes of Section 6.04 of the Merger Agreement. The Stockholder Xxxxxx agrees to promptly notify Parent of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any breach of any of the representations and warranties of the Stockholder Xxxxxx set forth herein.

No Solicitation Notification. Except (a) The Company and its officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as set forth in Section 8 hereof, hereinafter defined). From and after the Stockholder hereby agrees that during and for date hereof until the term termination of this Agreement, the Stockholder Company shall not, nor shall the Stockholder authorize it permit any of hisits Subsidiaries to, her authorize or permit any of its Representatives 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, (ai) solicit, initiateinitiate or knowingly encourage (including by way of furnishing non-public information or assistance), encourage or facilitate knowingly take any other action to facilitate, any inquiries or the making, submission or announcement making of any Takeover Proposal with respect to the Company; (b) furnish any information regarding the Company to any Person in connection with or in response to any Takeover Proposal with respect to the Company; (c) engage in discussions or negotiations with any Person relating to any Takeover Proposal with respect to the Company; (d) approve, endorse or recommend any Takeover Proposal with respect to the Company; (e) make any public statement contrary to the Company Board Recommendation unless the Stockholder reasonably believes after consultation with legal counsel that such public statement is required under applicable Law; or (f) enter into any Company Acquisition Agreement or enter into any agreement or agreement in principle requiring the Stockholder to abandon, terminate or breach his, her or its obligations hereunder or fail to consummate the transactions contemplated hereby. The Stockholder shall, and shall advise its Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Stockholder or any of his, her or its Representatives with respect to any Takeover Proposal. The Stockholder further acknowledges the obligations of the Company under Section 6.04 of the Merger Agreement and agrees that the Stockholder (solely in the Stockholder’s capacity as such) shall not, and shall not authorize or permit any of its Representatives to act on the Stockholder’s behalf in order to, directly or indirectly, take any action or omit to take any action in contravention of such obligations or to circumvent the purposes of Section 6.04 of the Merger Agreement. The Stockholder agrees to promptly notify Parent of any development occurring after the date hereof that causesproposal which constitutes, or that would reasonably be expected to causelead to, any breach Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; provided that if, at any time the Board of Directors of the Company determines in good faith, after receiving the advice of independent legal counsel (who may be the Company's regularly engaged independent counsel), that it is necessary to do so in the exercise of its fiduciary duties to the Company's shareholders under applicable Law, the Company may, in response to an unsolicited Acquisition Proposal, and subject to compliance with Section 5.3(c), (A) furnish information with respect to the Company to any person pursuant to a confidentiality agreement in reasonably customary form and (B) participate in discussions or negotiations regarding such Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any inquiry, proposal or offer (or any public announcement of a proposal, plan or intention to do any of the representations and warranties foregoing or any agreement to engage in the foregoing) from any person relating to any direct or indirect acquisition or purchase of 20% or more of the Stockholder set forth hereinassets of the Company or any of its Subsidiaries or 20% or more of any class of equity securities of the Company or any of its subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of the Company or any of its Subsidiaries, any merger, consolidation, business combination, sale of all or substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement, or any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or which would reasonably be expected to dilute materially the benefits to Buyer of the transactions contemplated hereby.

No Solicitation Notification. Except (a) Both VA and BB shall, and shall cause their respective officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as set forth in Section 8 hereof, hereinafter defined). From and after the Stockholder hereby agrees that during and for date hereof until the term termination of this Agreement, the Stockholder shall notneither VA nor BB shall, nor shall the Stockholder authorize it permit any of hisits Subsidiaries to, her authorize or permit any of its Representatives officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by them or any of their Subsidiaries to, directly or indirectly, (ai) solicit, initiateinitiate or knowingly encourage (including by way of furnishing non-public information or assistance), encourage or facilitate knowingly take any other action to facilitate, any inquiries or the making, submission or announcement making of any Takeover Proposal with respect to the Company; (b) furnish any information regarding the Company to any Person in connection with or in response to any Takeover Proposal with respect to the Company; (c) engage in discussions or negotiations with any Person relating to any Takeover Proposal with respect to the Company; (d) approve, endorse or recommend any Takeover Proposal with respect to the Company; (e) make any public statement contrary to the Company Board Recommendation unless the Stockholder reasonably believes after consultation with legal counsel that such public statement is required under applicable Law; or (f) enter into any Company Acquisition Agreement or enter into any agreement or agreement in principle requiring the Stockholder to abandon, terminate or breach his, her or its obligations hereunder or fail to consummate the transactions contemplated hereby. The Stockholder shall, and shall advise its Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Stockholder or any of his, her or its Representatives with respect to any Takeover Proposal. The Stockholder further acknowledges the obligations of the Company under Section 6.04 of the Merger Agreement and agrees that the Stockholder (solely in the Stockholder’s capacity as such) shall not, and shall not authorize or permit any of its Representatives to act on the Stockholder’s behalf in order to, directly or indirectly, take any action or omit to take any action in contravention of such obligations or to circumvent the purposes of Section 6.04 of the Merger Agreement. The Stockholder agrees to promptly notify Parent of any development occurring after the date hereof that causesproposal which constitutes, or that would reasonably be expected to causelead to, any breach Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; provided that if, at any time the Board of -------- Directors of either VA and BB determines in good faith, after consultation with and taking into account the advice of independent legal counsel (who may be such company's regularly engaged independent counsel), that it is necessary to do so in order to act in a manner consistent with such Board's fiduciary duties to such company's shareholders under applicable Law, VA or BB, as the case may be, may, in response to an unsolicited Acquisition Proposal, and subject to compliance with Section 5.3(c), (A) furnish information with respect to VA or BB as the case may be to any person pursuant to a confidentiality agreement in reasonably customary form and (B) participate in discussions or negotiations regarding such Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any inquiry, proposal or offer (or any public announcement of a proposal, plan or intention to do any of the representations and warranties foregoing or any agreement to engage in the foregoing) from any person relating to any direct or indirect acquisition or purchase of 20% or more of the Stockholder set forth hereinassets of VA or BB as the case may be and their respective Subsidiaries, taken as a whole, or 20% or more of any class of equity securities of VA or BB as the case may be, any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of VA or BB as the case may be, any merger, consolidation, business combination, sale of all or substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving VA or BB or any of their Subsidiaries whose business constitutes 20% or more of the assets of VA or BB and their respective Subsidiaries, as the case may be, taken as a whole (other than the transactions contemplated by this Agreement) or any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would reasonably be expected to dilute materially the benefits to the other of the transactions contemplated hereby.