Common use of No Solicitation of Other Offers Clause in Contracts

No Solicitation of Other Offers. (a) The Company and its Affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Other than in accordance with Section 6.6(b) hereof, the Company shall not, directly or indirectly, take (and the Company shall not authorize or permit its Affiliates or its or its Affiliates' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate, facilitate or encourage the making of any Acquisition Proposal or any inquiries or the making of any proposal that may reasonably be expected to lead to any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement or Section 203 of the Delaware General Corporation Law inapplicable to an Acquisition Proposal), (ii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent, Sub or the agents or representatives of Parent or Sub) in connection with any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval and recommendation of the Offer and this Agreement or (v) approve or recommend, or propose to approve or recommend, any Acquisition Proposal.

No Solicitation of Other Offers. (a) The Company Until this Agreement has been terminated in accordance with Section 8.1 (and the payments, if any, required to be made in connection with such termination pursuant to Section 8.3(b) have been made), neither the Company, any of its Affiliates and each Affiliates, nor any of their respective officersofficers (or other senior management employees), directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Other than in accordance with Section 6.6(b) hereofcollectively, the Company "Representatives") shall not, directly or indirectly, take (and the Company shall not authorize or permit its Affiliates or its or its Affiliates' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) encourage, solicit, initiate, initiate or facilitate or encourage the making of of, or take any Acquisition Proposal or other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to to, any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement or Section 203 of the Delaware General Corporation Law DGCL inapplicable to an Acquisition Proposal), (ii) participate in any way in discussions or negotiations with, or furnish or disclose any nonpublic information to, any Person (other than Parent, Sub or the agents or representatives of Parent or Sub) in connection with any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, Sub the approval and recommendation of the Offer and Offer, the Merger or this Agreement or Agreement, (viv) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (v) enter into any agreement, letter of intent or similar document contemplating or otherwise relating to any Acquisition Proposal.; provided, however, that this Section 6.6(a) shall not prohibit the Company or the Representatives from:

No Solicitation of Other Offers. (a) The Company and ------------------------------- its Affiliates and each of their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Other than in accordance with Section 6.6(b) hereof, the Company shall not, directly or indirectly, take (and the Company shall not authorize or permit its Affiliates or its or its Affiliates' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate, facilitate or encourage the making of any Acquisition Proposal or any inquiries or the making of any proposal that may reasonably be expected to lead to any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement or Section 203 of the Delaware General Corporation Law inapplicable to an Acquisition Proposal), (ii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent, Sub or the agents or representatives of Parent or Sub) in connection with any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval and recommendation of the Offer and this Agreement or (v) approve or recommend, or propose to approve or recommend, any Acquisition Proposal.