Common use of No Solicitation of Acquisition Proposals Clause in Contracts

No Solicitation of Acquisition Proposals. (a) During the Pre-Closing Period, neither the Company nor any of its Subsidiaries shall, nor shall they authorize or knowingly permit any of their respective Representatives to, directly or indirectly, (a) solicit, initiate or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal, (b) furnish to any Person (other than Parent, GT Topco, Merger Sub or any designees of Parent, GT Topco or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries that would reasonably be expected to lead to an Acquisition Proposal, (c) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or (d) enter into any Contract relating to an Acquisition Proposal. To the extent permitted by applicable Law, the Company shall (1) promptly, and in any event within one (1) Business Day, notify Parent if any director or officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) of any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, the terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry, and (2) provide Parent with a copy of any written proposal or materials related to any such Acquisition Proposal or request for information or inquiry.

No Solicitation of Acquisition Proposals. (a) During the Pre-Closing PeriodSeller shall not, neither the Company nor any of and shall cause its Subsidiaries shall, nor shall they authorize or knowingly permit any of Affiliates and its and their respective Representatives not to, directly or indirectly, (a) solicitinitiate, initiate or induce the making, submission or announcement of, solicit or knowingly encourage, encourage or facilitate the making or assist, an submission of any Acquisition Proposal, (b) furnish to any Person (other than Parent, GT Topco, Merger Sub or any designees of Parent, GT Topco or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, participate in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries that would reasonably be expected to lead to an Acquisition Proposal, (c) participate or engage in discussions or negotiations with any Person regarding an Acquisition Proposal (it being understood that informing a Person of the existence of this Agreement after any such Person contacts Seller regarding an Acquisition Proposal and the restrictions set forth in this Section 5.10 shall not be a breach of this Section 5.10) or (c) furnish any information to any other Person with respect to, or agree to or otherwise enter into, any Acquisition Proposal. Seller hereby confirms that it has discontinued, and has previously directed its Affiliates and its and their respective Representatives to discontinue, any solicitation efforts or negotiations with respect to an Acquisition Proposal, or (d) enter into in furtherance of any Contract relating to an Acquisition Proposal. To the extent permitted by applicable Law, the Company Seller shall promptly (1) promptly, and in any event within one (1three Business Days after receipt thereof by Seller, any of its Affiliates or its or their Representatives) Business Day, notify Parent if any director or officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) advise Purchaser orally and in writing of any Acquisition Proposal, (ii) any request for information that would with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to lead to result in an Acquisition Proposal, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal, request Proposal or inquiry, and the identity of the Person or group making the same. In addition, Seller agrees that it shall use commercially reasonable efforts to enforce its rights under Section 6.03 of the Merger Agreement as it relates to any such Acquisition Proposal, request or inquiry, Proposal and (2) shall provide Parent with a copy Purchaser prompt notice of any written proposal notices or materials related to any such Acquisition Proposal or request for other information or inquirythat Seller receives with respect thereto.

No Solicitation of Acquisition Proposals. (a) During the Pre-Closing Period, The Company agrees that neither the Company it nor any of its Subsidiaries shall, nor shall they authorize or knowingly permit any of their respective officers and directors shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly: (i) encourage, (a) solicitinitiate, initiate solicit or induce take any other action designed to facilitate an Acquisition Proposal or the making, submission or announcement ofof any Acquisition Proposal; (ii) participate or engage in any discussions or negotiations regarding, or knowingly encourage, facilitate or assist, an Acquisition Proposal, (b) furnish to any Person (other than Parent, GT Topco, Merger Sub or person any designees of Parent, GT Topco or Merger Sub) any non-public nonpublic information relating to the Company or any of its Subsidiarieswith respect to, or afford take any other action to facilitate the submission of any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, inquiry or the intent to encourage, facilitate making of any proposal that constitutes or assist, an Acquisition Proposal or any inquiries that would may reasonably be expected to lead to an Acquisition Proposal, ; (ciii) participate or engage in discussions or negotiations with any Person person with respect to an Acquisition Proposal, except to notify such person as to the existence of these provisions and refer such person to this Agreement; (iv) approve, endorse or recommend any Acquisition Proposal; or (dv) enter into any Contract letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal. The Company agrees that it shall immediately terminate and shall cause its Subsidiaries and their respective officers and directors, and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives, to terminate, immediately, all current discussions or negotiations (if any) in which any of them may be involved with any third party with respect to an Acquisition Proposal. To the extent permitted by applicable Law, the The Company also shall (1) promptly, and in promptly request that each person which has heretofore executed a confidentiality agreement with it or any event within one (1) Business Day, notify Parent if of its Subsidiaries or any director of its or officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) of any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry its Subsidiaries’ Representatives with respect to, to such person’s consideration of a possible Acquisition Proposal to return promptly or which would reasonably be expected destroy all confidential information heretofore furnished to lead to, any Acquisition Proposal, such person or its Representatives in accordance with the terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry, and (2) provide Parent with a copy of any written proposal or materials related to any such Acquisition Proposal or request for information or inquiryperson’s confidentiality agreement.

No Solicitation of Acquisition Proposals. The Seller Parties shall not, and shall cause their respective employees, officers, directors, agents, representatives and subsidiaries (aand their employees, officers, directors, agents and representatives) During the Pre-Closing Period, neither the Company nor not to (and will not authorize any of its Subsidiaries shall, nor shall they authorize or knowingly permit any of their respective Representatives them to), directly or indirectly, (a) initiate, solicit, initiate encourage or knowingly facilitate or induce any offer or proposal to invest in the makingCompany or any Seller Subsidiary or acquire (i) any of the Purchased Assets or (ii) any significant interest in the Company or any Seller Subsidiary whether by merger, submission purchase of assets, grant of an exclusive license or announcement ofotherwise (an “Acquisition Proposal”), or knowingly encourageeffect any such transaction to the extent such transaction would be consummated prior to the earlier of the consummation of the transactions contemplated hereby or the termination of this Agreement in accordance with its terms, facilitate or assistparticipate in any discussions or negotiations regarding, an or furnish any information to any other Person with respect to, or agree to or otherwise enter into, any Acquisition Proposal. The Company represents and warrants to Buyer that the Company and its subsidiaries have ceased any and all activities, (b) furnish discussions or negotiations with any third parties conducted on or prior to the date hereof with respect to any Person (other than ParentAcquisition Proposal with respect to the Seller Subsidiaries, GT Topco, Merger Sub the Business or the Purchased Assets. The Company shall promptly notify Buyer orally and in writing after receipt of any Acquisition Proposal or any designees of Parent, GT Topco inquiry or Merger Sub) any non-public request for information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, Purchased Assets or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries Business that would it reasonably be expected to believes could lead to an Acquisition Proposal, (c) participate or engage in discussions or negotiations with any which notice shall identify the Person with respect to an making such Acquisition Proposal, inquiry or (d) enter into any Contract relating to an Acquisition Proposal. To the extent permitted by applicable Lawrequest, the Company shall (1) promptly, and in any event within one (1) Business Day, notify Parent if any director or officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) of any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal, inquiry or request or inquiry, and the identity a true and complete copy of the Person or group making any all written materials provided in connection with such Acquisition Proposal, request inquiry or inquiryrequest. The Company shall, and (2) provide Parent shall direct its representatives to, discontinue any solicitation efforts or negotiations with a copy respect to or in furtherance of any written proposal or materials related to any such Acquisition Proposal or request for information or inquiryProposal.

No Solicitation of Acquisition Proposals. (a) During Until the Pre-earlier of the Closing Periodor the termination of this Agreement in accordance with its terms, neither the Company nor any Seller shall not, and shall cause each of its Subsidiaries shall, nor shall they authorize or knowingly permit any of their respective Representatives not to, directly or indirectly, (a) solicit, initiate or induce the makinginitiate, submission or announcement of, facilitate or knowingly encourage, or take any action to solicit, initiate, facilitate or assistknowingly encourage any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (b) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Buyer, (b) furnish to any Person (other than ParentBuyer any information that Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, GT Topcoexpression of interest, Merger Sub proposal or any designees of Parent, GT Topco or Merger Sub) any non-public information offer relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries that would reasonably be expected to lead to an Acquisition Proposal, (c) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or (d) enter into take any Contract relating to an Acquisition Proposal. To the extent permitted by applicable Lawother action regarding any inquiry, the Company shall (1) promptlyexpression of interest, and in any event within one (1) Business Day, notify Parent if any director proposal or officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) of any Acquisition Proposal, (ii) any request for information offer that would reasonably be expected to lead to an Acquisition Proposalconstitutes, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, an Acquisition Proposal or (d) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding providing for the consummation of any transaction contemplated by any Table of Contents Acquisition Proposal or otherwise relating to any Acquisition Proposal. Seller shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal, the terms and conditions of including suspending such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry, and (2) provide Parent with a copy of any written proposal or materials related Persons’ access to any electronic or physical data room and requesting the return of all confidential information distributed to such Acquisition Proposal or request for information or inquiryPersons.

No Solicitation of Acquisition Proposals. (a) During None of the Pre-Closing PeriodSellers, neither the Company nor any of its Subsidiaries shall, nor shall they authorize Seller Owners or knowingly permit any of their Affiliates shall, and the Sellers and the Seller Owners shall cause their respective Representatives Affiliates, employees, officers, directors, agents, representatives and subsidiaries (and their employees, officers, directors, agents and representatives) not to (and will not authorize any of them to), directly or indirectly, (a) initiate, solicit, initiate encourage, or facilitate or induce any offer or proposal to (i) invest in any Seller, (ii) acquire any of the makingPurchased Assets or part of the Business or (iii) acquire any significant interest in any Seller whether by merger, submission consolidation, recapitalization, reorganization, transfer of assets, grant of license or announcement ofotherwise (an “Acquisition Proposal”), or knowingly encourageeffect any such transaction, facilitate or assistparticipate in any discussions or negotiations regarding, an or furnish any information to any other Person with respect to, or agree to or otherwise enter into, any Acquisition Proposal. Each Seller and each Seller Owner represents and warrants to Buyer that each Seller, (b) furnish each Seller Owner and their respective Affiliates have ceased any and all activities, discussions or negotiations with any third parties conducted on or prior to the date hereof with respect to any Person (other than Parent, GT Topco, Merger Sub Acquisition Proposal. Each Seller and Seller Owner shall promptly notify Buyer orally and in writing immediately upon receipt of any Acquisition Proposal or any designees of Parent, GT Topco inquiry or Merger Sub) any non-public request for information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, Purchased Assets or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries Business that would it reasonably be expected to believes could lead to an Acquisition Proposal, (c) participate or engage in discussions or negotiations with any which notice shall identify the Person with respect to an making such Acquisition Proposal, inquiry or (d) enter into any Contract relating to an Acquisition Proposal. To the extent permitted by applicable Lawrequest, the Company shall (1) promptly, and in any event within one (1) Business Day, notify Parent if any director or officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) of any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal, inquiry or request or inquiry, and the identity a true and complete copy of the Person or group making any all written materials provided in connection with such Acquisition Proposal, request inquiry or inquiryrequest. Sellers and Seller Owners shall, and (2) provide Parent shall direct its representatives to, discontinue any solicitation efforts or negotiations with a copy respect to or in furtherance of any written proposal or materials related to any such Acquisition Proposal or request for information or inquiryProposal.

No Solicitation of Acquisition Proposals. (a) During the Pre-Closing Period, neither the Company nor Principal Stockholder agrees that the Principal Stockholder shall not, and the Principal Stockholder shall not authorize or permit any of the Principal Stockholder’s officers, directors, or employees to, or authorize any of its Subsidiaries shallAffiliates (other than its portfolio companies), nor shall they authorize stockholders or knowingly permit any of their respective Representatives investment banker, attorney or other advisor or representative retained by the Principal Stockholder to, directly or indirectly, (a) solicit, initiate initiate, knowingly encourage or otherwise knowingly facilitate, or induce the making, submission or announcement ofof any inquiry, expression of interest, proposal or offer that constitutes, or knowingly encourage, facilitate or assistwould reasonably be expected to lead to, an Acquisition Proposal, (b) enter into, participate in, maintain or continue any negotiations regarding, or deliver or make available or furnish to any Person (other than Parent, GT Topco, Merger Sub or any designees of Parent, GT Topco or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries that would reasonably be expected to lead to an Acquisition Proposal, (c) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or (d) enter into any Contract relating to an Acquisition Proposal. To the extent permitted by applicable Law, the Company shall (1) promptly, and in any event within one (1) Business Day, notify Parent if any director or officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) of any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (c) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (d) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (e) submit any Acquisition Proposal to the terms vote of the Company Stockholders. The Principal Stockholder shall immediately cease and conditions cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If, during the Pre-Closing Period, the Principal Stockholder receives (in his, her, or its capacity as such) any inquiry, proposal or offer of the nature described in this Section 4, the Principal Stockholder shall, within one (1) Business Day after such receipt, notify Buyer of such Acquisition Proposal, request or inquiry, proposal or offer, including, subject to confidentiality obligations in effect on the date of the Merger Agreement and binding on the Company, the identity of the Person or group making any other party and the terms of such Acquisition Proposal, request or inquiry, and (2) provide Parent with a copy of any written proposal or materials related to any such Acquisition Proposal or request for information or inquiryoffer.

No Solicitation of Acquisition Proposals. (a) During Until the Pre-earlier of the Closing Periodor the termination of this Agreement in accordance with its terms, neither the Company nor any of its Subsidiaries shallSellers shall not, nor and shall they authorize or knowingly permit any cause each of their respective Representatives not to, directly or indirectly, (a) solicit, initiate or induce the makinginitiate, submission or announcement of, knowingly facilitate or knowingly encourage, or take any action to solicit, initiate, knowingly facilitate or assistknowingly encourage any inquiries, announcements or communications relating to, or the making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (b) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Buyer, (b) furnish to any Person (other than ParentBuyer any information that Sellers believe or should reasonably know would be used for the purposes of formulating any inquiry, GT Topcoexpression of interest, Merger Sub proposal or any designees of Parent, GT Topco or Merger Sub) any non-public information offer relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries that would reasonably be expected to lead to an Acquisition Proposal, (c) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or (d) enter into take any Contract relating to an Acquisition Proposal. To the extent permitted by applicable Lawother action regarding any inquiry, the Company shall (1) promptlyexpression of interest, and in any event within one (1) Business Day, notify Parent if any director proposal or officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) of any Acquisition Proposal, (ii) any request for information offer that would reasonably be expected to lead to an Acquisition Proposalconstitutes, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, an Acquisition Proposal or (d) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal; provided, however, that if the Bankruptcy Court has not entered the Plan Confirmation Order by the End Date, subject to Section 9.2(b), the foregoing restrictions set forth in this Section 6.6 shall expire and Sellers shall be permitted to solicit Acquisition Proposals. Sellers shall, and shall cause each of their Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal, the terms and conditions of including suspending such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry, and (2) provide Parent with a copy of any written proposal or materials related Persons’ access to any electronic or physical data room and requesting the return of all confidential information distributed to such Acquisition Proposal or request for information or inquiryPersons.

No Solicitation of Acquisition Proposals. (a) During the Pre-Closing Period, neither the The Company nor any of its Subsidiaries shallshall not, nor shall they it permit any of the Company Subsidiaries, or authorize or knowingly permit any of their respective Representatives officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by the Company or any Company Subsidiary, to, directly or indirectly, (a) make, solicit, initiate initiate, encourage or induce take any other action to facilitate any inquiry or proposal, or, subject to the makingprovisos to this sentence, submission provide any information to or announcement ofparticipate in any negotiations with, any corporation, partnership, agent, attorney, financial advisor, person, or knowingly encourage, facilitate other entity or assist, an Acquisition Proposal, (b) furnish to any Person group (other than Parent, GT Topco, Merger Sub or any designees of Parent, GT Topco or Merger SubUnitrin and its affiliates) any non-public information ("Third Parties") relating to any (i) merger or consolidation or other business combination of the Company or any of its the Company Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any ii) sale of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, a significant amount of assets of the Company or any of its Subsidiaries, in any such case with Subsidiaries outside the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries that would reasonably be expected to lead to an Acquisition Proposalordinary course of business, (ciii) participate purchase or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or (d) enter into any Contract relating to an Acquisition Proposal. To the extent permitted by applicable Law, the Company shall (1) promptly, and in any event within one (1) Business Day, notify Parent if any director or officer sale of shares of capital stock of the Company or any of its Subsidiaries or (iv) any similar action or transaction involving the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement ("Extraordinary Transaction"), or, subject to the provisos to this sentence, agree to or consummate any Extraordinary Transaction; provided, however, that the Company may provide information at the request of, or enter into negotiations with a, third party or agree to or consummate any Extraordinary Transaction if the Board of Directors of the Company determines, in good faith, at a meeting of the Board of Directors, that the exercise of its fiduciary duties to the Company's shareholders under applicable law, as advised in writing by Xxxxx Xxxx LLP (or other firm with a national reputation in transactions of this nature), requires it to take any such Securityholder becomes aware action, and, provided further, that the Company may not, in any event, provide to such third party any information which it has not provided to Unitrin. The Company shall immediately inform Unitrin in writing of any receipt by the Company of (i) of any Acquisition Proposalinquiry, (ii) any proposal or request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, including the terms thereof and conditions the person making such inquiry) which it may receive in respect of such Acquisition Proposal, request or inquiry, a transaction and the identity of the Person or group making any such Acquisition Proposal, request or inquiry, and (2) provide Parent Unitrin with a copy of any such written proposal or materials related to inquiries, proposals and offers, including without limitation any such Acquisition Proposal or request for information or inquiry.Proposal. 5.7

No Solicitation of Acquisition Proposals. (a) During From the Pre-Closing Perioddate of this Agreement until the Effective Time or, neither if earlier, the termination of this Agreement in accordance with Section 7.1, except as set forth below, the Company nor any of its Subsidiaries shall, nor shall they authorize or knowingly permit any of their respective Representatives to, not directly or indirectly, and shall not authorize or permit any of the other Acquired Corporations or any Representative of any of the Acquired Corporations directly or indirectly to (ai) solicit, initiate or knowingly encourage, induce or facilitate the making, submission or announcement of, of any Acquisition Proposal or knowingly encourage, facilitate or assist, take any action that would reasonably be expected to lead directly to an Acquisition Proposal, (bii) furnish any information regarding any of the Acquired Corporations to any Person (other than Parent, GT Topco, Merger Sub in connection with or any designees of Parent, GT Topco or Merger Sub) any non-public information relating in response to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (ciii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or (d) enter into any Contract relating to an Acquisition Proposal. To the extent permitted by applicable Law, the Company shall (1) promptly, and in any event within one (1) Business Day, notify Parent if any director or officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) of any Acquisition Proposal, (iiiv) approve, endorse or recommend any request for information that would reasonably be expected to lead to an Acquisition Proposal, Proposal or (iiiv) enter into any inquiry with respect Acquisition Agreement; provided, however, that prior to the adoption of this Agreement by the Required Company Stockholder Vote, this Section 5.3(a) shall not prohibit the Company from furnishing nonpublic information regarding the Acquired Corporations to, or which would entering into discussions with, any Person in response to a Superior Proposal or an Acquisition Proposal that the Company Board reasonably be expected believes is likely to lead result in a Superior Proposal if (1) neither the Company nor any Representative of any of the Acquired Corporations shall have breached any provision of this Section 5.3, (2) the Company Board concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the Company Board to comply with its fiduciary obligations to the Company’s stockholders under applicable Law, (3) at least 24 hours prior to furnishing any such nonpublic information to, any Acquisition Proposalor entering into discussions with, such Person, the terms and conditions Company gives Parent written notice of the identity of such Acquisition ProposalPerson, request the material terms thereof and any term sheet, letter of intent or inquirysimilar document and draft acquisition agreement or financing documents related thereto and the Company’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and the identity Company receives from such Person an executed confidentiality agreement containing limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of the Person or group making any such Acquisition Proposal, request or inquiryCompany, and (24) provide at least 24 hours prior to furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent with a copy (to the extent such nonpublic information has not been previously furnished or made available by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of the restrictions set forth in the preceding sentence by any Representative of any written proposal or materials related of the Acquired Corporations, shall be deemed to any such Acquisition Proposal or request for information or inquiryconstitute a breach of this Section 5.3(a) by the Company.