Common use of No Solicitation Notification Clause in Contracts

No Solicitation Notification. Until the Expiration Date and subject to Section 5 of this Agreement, the Stockholder, in his, her or its capacity as a stockholder of the Company, shall not, and shall not authorize, knowingly encourage or permit any person or entity on the Stockholder’s behalf to, directly or indirectly, take any action that would, or would reasonably be expected to, result in the violation by the Company of Section 6.3 (Alternative Transaction Proposals) of the Merger Agreement; provided that if the Stockholder is a director of the Company, nothing herein shall prevent the Stockholder from taking any action solely in such Stockholder’s capacity as a director of the Company in the exercise of such director’s fiduciary duties, including with respect to an Alternative Transaction Proposal or Superior Proposal in compliance with the terms of the Merger Agreement. Without limiting the generality of the foregoing, the Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 8 by the Stockholder or any of its Representatives shall be deemed to be a breach of this Agreement by the Stockholder. The Stockholder shall not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.

No Solicitation Notification. Until the Expiration Date and subject to Section 5 6 of this Agreement, the neither Stockholder, in his, her or its capacity as a stockholder of the Company, shall notshall, and shall not authorize, knowingly encourage or permit any person or entity on the such Stockholder’s behalf to, directly or indirectly, take any action that would, or would reasonably be expected to, result in the violation by the Company of Section 6.3 (Alternative Transaction Proposals) of the Merger Agreement; provided that if the Stockholder is a director of the Companythat, with respect to Xx. Xxxxx, nothing herein shall prevent the Stockholder Xx. Xxxxx from taking any action solely in such Stockholder’s Xx. Xxxxx’x capacity as a director of the Company in the exercise of such director’s fiduciary duties, including with respect to an Alternative Transaction Proposal or Superior Proposal in compliance with the terms of the Merger Agreement. Without limiting the generality of the foregoing, the each Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 8 9 by the such Stockholder or any of its Representatives shall be deemed to be a breach of this Agreement by the such Stockholder. The Neither Stockholder shall not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.

No Solicitation Notification. Until the Expiration Date and subject to Section 5 of this AgreementDate, the Stockholder, in his, her or its capacity as a stockholder of the Company, shall not, and shall not authorize, knowingly encourage or permit any person or entity on the Stockholder’s behalf to, directly or indirectly, take any action that would, or would reasonably be expected to, result in the violation by the Company of Section 6.3 6.4 (Alternative Transaction Proposals) of the Merger Agreement; provided that if the Stockholder is a director or officer of the Company, nothing herein shall prevent the Stockholder from taking any action solely in such Stockholder’s capacity as a director or officer of the Company in the exercise of such director’s or officer’s fiduciary duties, including with respect to an Alternative Transaction Proposal or Superior Proposal in compliance with the terms of the Merger Agreement. Without limiting the generality of the foregoing, the Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 8 by the Stockholder or any of its Representatives shall be deemed to be a breach of this Agreement by the Stockholder. The Stockholder shall not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.

No Solicitation Notification. Until the Expiration Date and subject to Section 5 of this AgreementDate, the each Stockholder, solely in his, her or its capacity as a stockholder of the Company, shall not, and shall not authorize, knowingly or encourage any Representative or permit any person or entity on the Stockholder’s behalf toAffiliate of such Person, directly or indirectly, to take any action that would, or would reasonably be expected to, result in the violation by the Company of Section 6.3 (Alternative Transaction Proposals) of the Merger Agreement; provided that if the provided, that, with respect to a designee of a Stockholder who is a director of the Company, nothing herein shall prevent the Stockholder such Person from taking any action solely in such Stockholderemployee’s capacity as a director of the Company in the exercise of such director’s fiduciary duties, including duties with respect to an Alternative Transaction Proposal or Superior Proposal in compliance with the terms of the Merger Agreement. Without limiting the generality of the foregoing, the each Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 8 by the such Stockholder or any of its their Representatives or Affiliates shall be deemed to be a breach of this Agreement by the such Stockholder. The No Stockholder shall not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.

No Solicitation Notification. Until the Expiration Date and subject to Section 5 6 of this Agreement, the neither Stockholder, in his, her or its capacity as a stockholder of the Company, shall notshall, and shall not authorize, knowingly encourage or permit any person or entity on the such Stockholder’s 's behalf to, directly or indirectly, take any action that would, or would reasonably be expected to, result in the violation by the Company of Section 6.3 (Alternative Transaction Proposals) of the Merger Agreement; provided that if the Stockholder is a director of the Companythat, with respect to Mr. Davis, nothing herein shall prevent the Stockholder Mr. Davis from taking any action solely axxxxx xxlely in such Stockholder’s Mr. Davis's capacity as a director of xxxxxxxx xf the Company in the exercise of such director’s suxx xxxxxxxx's fiduciary duties, including with respect to an Alternative Transaction Proposal or Superior Proposal in compliance with the terms of the Merger Agreement. Without limiting the generality of the foregoing, the each Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 8 9 by the such Stockholder or any of its Representatives shall be deemed to be a breach of this Agreement by the such Stockholder. The Neither Stockholder shall not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.