Common use of No Solicitation Notification Clause in Contracts

No Solicitation Notification. Until the Expiration Date, the Shareholder, in his, her or its capacity as a shareholder of the Company, shall not, and shall not authorize, knowingly encourage or permit any person or entity on the Shareholder’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 Shareholder is a director of the Company or has employees who are directors of the Company, nothing herein shall prevent the Shareholder (or such employees) from taking any action solely in such Shareholder’s (or employee’s) capacity as a director of the Company in the exercise of such director’s fiduciary 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 Shareholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 7 by the Shareholder or any of its Representatives shall be deemed to be a breach of this Agreement by the Shareholder. The Shareholder shall not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to an Alternative Transaction Proposal unless and until this Agreement is terminated pursuant to its terms.

No Solicitation Notification. Until the Expiration Date, the Shareholder, in his, her or its capacity as a shareholder of the Company, shall not, and shall not authorize, knowingly encourage or permit any person or entity on the Shareholder’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 Shareholder is a director of the Company or has employees who are directors of the Company, nothing herein shall prevent the Shareholder (or such employees) from taking any action solely in such Shareholder’s (or employee’s) capacity as a director of the Company in the exercise of such director’s ’ s fiduciary 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 Shareholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 7 by the Shareholder or any of its Representatives shall be deemed to be a breach of this Agreement by the Shareholder. The Shareholder shall not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to an Alternative Transaction Proposal unless and until this Agreement is terminated pursuant to its terms.

No Solicitation Notification. Until the Expiration Date, the ShareholderStockholder, solely in his, her or its his capacity as a shareholder stockholder of the Company, shall not, and shall not authorize, knowingly or encourage any Representative or permit any person or entity on the Shareholder’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 Shareholder is a director of the Company or has employees who are directors of the Companyprovided, that, nothing herein shall prevent the Shareholder (or such employees) Stockholder from taking any action solely in such Shareholder’s (or employee’s) his capacity as a director of the Company in the exercise of such director’s his fiduciary 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 Shareholder Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 7 by the Shareholder Stockholder or any of its his Representatives or Affiliates shall be deemed to be a breach of this Agreement by the ShareholderStockholder. The Shareholder Stockholder shall not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to an Alternative Transaction Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.