Common use of No Solicitation of Acquisition Proposals Clause in Contracts

No Solicitation of Acquisition Proposals. Each Stockholder shall ---------------------------------------- not, and shall not authorize, permit or cause any of its employees, agents and representatives (including the Financial Advisor or any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, directly or indirectly, (i) initiate, solicit, or otherwise encourage any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal or (ii) initiate or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement or consummate an Acquisition Proposal. Each Stockholder shall immediately communicate to Purchaser, to the same extent as is required by the Company pursuant to Section 8.11(c) of the Merger Agreement, the terms, and other information concerning, any proposal, discussion, negotiation or inquiry and the identity of the party making such proposal or inquiry which such Stockholder may receive in respect of any such Acquisition Proposal. Any action taken or omitted to be taken by the Company or any member of the Board of Directors of the Company, including any action taken by the Stockholder in such Stockholder's capacity as a director or officer of the Company, in accordance with Section 8.11(b) of the Merger Agreement shall be deemed not to violate this Section 6.

No Solicitation of Acquisition Proposals. Each Stockholder shall ---------------------------------------- not, and shall not authorize, permit or cause any of its its, directors, officers, employees, agents agents, representatives and representatives advisors (including the Financial Advisor or any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, directly or indirectly, (i) solicit, initiate, solicit, knowingly encourage (including by way of furnishing information) or otherwise encourage take any inquiries or action to facilitate the making submission of any proposal inquiries, proposals or offer with respect to offers (whether or not in writing) from any person relating to, other than the transactions contemplated by the Merger Agreement, an Acquisition Proposal or (ii) initiate enter into or engage participate in any discussions or negotiations concerningregarding any Acquisition Proposal, or provide furnish to any confidential other person any information with respect to the Company's business, properties or data to, or have any discussions with, any person or entity relating to assets in connection with an Acquisition Proposal, whether made before or after the date of this Agreementotherwise cooperate in any way with, or otherwise participate in or knowingly assist, facilitate or encourage any effort or attempt by any other person to make do or implement or consummate an Acquisition Proposalseek any of the foregoing. Each Stockholder shall immediately communicate to Purchaser, to the same extent as is required by the Company pursuant to Section 8.11(c8.8(b) of the Merger Agreement, the terms, and other information concerning, any proposal, discussion, negotiation or inquiry and the identity of the party making such proposal or inquiry which such Stockholder may receive in respect of any such Acquisition Proposal. Any action taken or omitted to be taken by the Company or any member of the Board of Directors of the Company, including any action taken by the Stockholder in such Stockholder's capacity as a director or officer of the Company, in accordance with Section 8.11(b) of the Merger Agreement shall be deemed not to violate this Section 6.

No Solicitation of Acquisition Proposals. Each The Stockholder shall ---------------------------------------- not, and shall not authorize, permit or cause any of its its, directors, officers, employees, agents agents, representatives and representatives advisors (including the Financial Advisor or any investment banker, attorney or accountant retained by the Company or any of its SubsidiariesSubsidiaries or the Stockholder) to, directly or indirectly, (i) initiateencourage (including by way of furnishing non-public information), solicit, initiate or otherwise encourage facilitate any Acquisition Proposal, or (ii) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal or (ii) initiate or engage in any negotiations concerningthat constitutes, or provide any confidential information or data could reasonably be expected to lead to, or have any discussions with, any person or entity relating to an Acquisition Proposal, whether made before or after the date of this Agreementotherwise cooperate in any way with, or otherwise participate in or assist, facilitate or encourage any effort or attempt by any other person to make do or implement seek any of the foregoing; provided, however, that nothing contained in this Section 6 shall prevent any Stockholder, in his capacity as director or consummate an Acquisition Proposalexecutive officer of the Company, from engaging in any activity permitted pursuant to Section 5.4 of the Merger Agreement. Each The Stockholder shall immediately promptly communicate to PurchaserParent, to the same extent as is required by the Company pursuant to, and subject to Section 8.11(c) of the same conditions contained in, the Merger Agreement, the terms, and other information concerning, any proposal, discussion, negotiation or inquiry and the identity of the party making such proposal or inquiry which such the Stockholder may receive in respect of any such Acquisition Proposal. Any action taken or omitted to be taken by the Company or any member of the Board of Directors of the Company, including any action taken by the Stockholder in such Stockholder's capacity as a director or officer of the Company, in accordance with Section 8.11(b) of the Merger Agreement shall be deemed not to violate this Section 6.

No Solicitation of Acquisition Proposals. Each Stockholder shall ---------------------------------------- not, and shall not authorize, permit or cause any of its employees, agents and representatives (including the Financial Advisor or any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, directly or indirectly, (i) initiate, solicit, or otherwise encourage any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal or (ii) initiate or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement or consummate an Acquisition Proposal. Each Stockholder shall immediately communicate to Purchaser, to the same extent as is required by the Company pursuant to Section 8.11(c8.10(c) of the Merger Agreement, the terms, and other information concerning, any proposal, discussion, negotiation or inquiry and the identity of the party making such proposal or inquiry which such Stockholder may receive in respect of any such Acquisition Proposal. Any action taken or omitted to be taken by the Company or any member of the Board of Directors of the Company, including any action taken by the Stockholder in such Stockholder's capacity as a director or officer of the Company, in accordance with Section 8.11(b8.10(b) of the Merger Agreement shall be deemed not to violate this Section 6.