Common use of No Solicitation of Other Offers Clause in Contracts

No Solicitation of Other Offers. Unless and until this Agreement ------------------------------- shall have been terminated, neither either Company nor any of the Stockholders shall, nor shall the Company permit any of its directors, officers, employees or agents to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, either Company, any merger or business combination with either Company or any public or private offering of interests in the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Buyer and its representatives, (iii) furnish any information or afford access to the properties, books or records of either Company to any person or entity that may consider making or has made an offer with respect to an Acquisition Proposal other than Buyer and its representatives, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing. The Companies will promptly notify Buyer upon receipt of any offer or indication that any person is considering making an offer with respect to an Acquisition Proposal or any request for information relative to either Company or for access to the properties, books and records of either Company, and will promptly reject any such offer or request.

No Solicitation of Other Offers. Unless and until this Agreement ------------------------------- shall have been terminated, neither either the Company nor any of the Stockholders shall, nor shall the Company permit any of its directors, officers, employees or agents to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, either the Company, any merger or business combination with either the Company or any public or private offering of interests in the Company (an "Acquisition Proposal"), (ii) -------------------- participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Buyer and its representatives, (iii) furnish any information or afford access to the properties, books or records of either the Company to any person or entity that may consider making or has made an offer with respect to an Acquisition Proposal other than Buyer and its representatives, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing. The Companies Company will promptly notify Buyer upon receipt of any offer or indication that any person is considering making an offer with respect to an Acquisition Proposal or any request for information relative to either the Company or for access to the properties, books and records of either the Company, and will promptly reject any such offer or request.

No Solicitation of Other Offers. Unless and until this Agreement ------------------------------- shall have been terminated, neither either the Company nor any of the Stockholders Stockholder shall, nor shall the Company or the Stockholder permit any of its directors, officers, employees or agents to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person Person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, either the Company, any merger or business combination with either the Company or any public or private offering of interests in the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity Person other than Buyer and its representatives, (iii) furnish any information or afford access to the properties, books or records of either the Company or the Stockholder to any person or entity Person that may consider making or has made an offer with respect to an Acquisition Proposal other than Buyer and its representatives, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person Person to do any of the foregoing. The Companies Company will promptly notify Buyer upon receipt of any offer or indication that any person Person is considering making an offer with respect to an Acquisition Proposal or any request for information relative to either the Company or for access to the properties, books and records of either the Company, and will promptly reject any such offer or request.

No Solicitation of Other Offers. Unless and until this Agreement ------------------------------- shall have been terminatedterminated in accordance with the provisions of Section 7 of this Agreement, neither either Company nor any none of the Stockholders Company, any Subsidiary or any Founding Stockholder shall, nor shall the Company or any Subsidiary permit any of its directors, officers, employees or agents to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, either Companythe Company or any Subsidiary, any merger or business combination with either the Company or any Subsidiary or any public or private offering of interests in the Company or any Subsidiary (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Buyer the Investors and its their representatives, (iii) furnish any information or afford access to the properties, books or records of either the Company or any Subsidiary to any person or entity that may consider making or has made an offer with respect to an Acquisition Proposal other than Buyer the Investors and its their representatives, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or to attempt by any other person to do any of the foregoing. The Companies Company will promptly notify Buyer the Investors upon receipt of any offer or indication that any person is considering making an offer with respect to an Acquisition Proposal or any request for information relative to either the Company or any Subsidiary or for access to the properties, books and records of either Companythe Company or any Subsidiary, and will promptly reject any such offer or request.

No Solicitation of Other Offers. Unless and until this Agreement ------------------------------- shall have been terminated, neither either the Company nor any of the Stockholders Principal Stockholder shall, nor shall the Company permit any of its directors, officers, employees or agents to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, either the Company, any merger or business combination with either the Company or any public or private offering of interests in the Company (an "Acquisition Proposal"), (ii) -------------------- participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Buyer Parent and its representatives, (iii) furnish any information or afford access to the properties, books or records of either the Company to any person or entity that may consider making or has made an offer with respect to an Acquisition Proposal other than Buyer Parent and its representatives, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing. The Companies Company will promptly notify Buyer Parent upon receipt of any offer or indication that any person is considering making an offer with respect to an Acquisition Proposal or any request for information relative to either the Company or for access to the properties, books and records of either the Company, and will promptly reject any such offer or request.

No Solicitation of Other Offers. Unless and until this Agreement ------------------------------- shall have been terminated, neither either Company nor any of the Stockholders shall, nor shall the Company will not and will not authorize or permit any of its directors, officers, Subsidiaries, employees or agents to, directly or indirectly, (i) take any action to directly or indirectly solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, either the Company, any merger or business combination with either the Company or any public or private offering of interests in the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Buyer and its representatives, (iii) -------------------- furnish any information or afford access to the properties, books or records of either the Company to any person or entity that may consider making or has made an offer with respect to an Acquisition Proposal other than Buyer and its representatives, or (iviii) otherwise cooperate in any way with, or assist or participate inin discussions or negotiations, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing. The Companies Company will promptly notify Buyer upon receipt of any offer or indication that any person is considering making an offer with respect to an Acquisition Proposal (including the material terms and conditions thereof and the identity of the person making it) or any request for information relative to either the Company or for access to the properties, books and records of either the Company, and will promptly reject any such offer or request.

No Solicitation of Other Offers. Unless and until this Agreement ------------------------------- shall have been terminated, neither either Company nor any none of the Stockholders Company, GTC or the Stockholder shall, nor shall the Company Company, GTC or the Stockholder permit any of its directors, officers, employees or agents to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, either the Company, any merger or business combination with either the Company or any public or private offering of interests in the Company (an "Acquisition Proposal"), (ii) participate in in, or continue to participate in, any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Buyer and its representatives, (iii) furnish any information or afford access to the properties, books or records of either Company the Company, GTC or the Stockholder to any person or entity that may consider making or has made an offer with respect to an Acquisition Proposal other than Buyer and its representatives, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing; provided, however, that GTC, the Company and the Stockholder, and their respective directors, officers, employees and agents, or any of them, may continue to have conversations with parties other than Buyer in connection with, and otherwise pursue, the disposition of the Redfield facility GTC shall provide written notice to Buyer of the parties with whom GTC, the Stockholder, or the Company converse or otherwise pursue the disposition of the Redfield facility. The Companies Company will promptly notify Buyer upon receipt of any offer or indication that any person is considering making an offer with respect to an Acquisition Proposal or any request for information relative to either the Company or for access to the properties, books and records of either the Company, and will promptly reject any such offer or request.

No Solicitation of Other Offers. Unless and until this Agreement ------------------------------- shall have been terminated, neither either Company nor any none of the Stockholders Company, GTC or the Stockholder shall, nor shall the Company Company, GTC or the Stockholder permit any of its directors, officers, employees or agents to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, either the Company, any merger or business combination with either the Company or any public or private offering of interests in the Company (an "Acquisition ProposalACQUISITION PROPOSAL"), (ii) participate in in, or continue to participate in, any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Buyer and its representatives, (iii) furnish any information or afford access to the properties, books or records of either Company the Company, GTC or the Stockholder to any person or entity that may consider making or has made an offer with respect to an Acquisition Proposal other than Buyer and its representatives, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing; provided, however, that GTC, the Company and the Stockholder, and their respective directors, officers, employees and agents, or any of them, may continue to have conversations with parties other than Buyer in connection with, and otherwise pursue, the disposition of the Redfield facility GTC shall provide written notice to Buyer of the parties with whom GTC, the Stockholder, or the Company converse or otherwise pursue the disposition of the Redfield facility. The Companies Company will promptly notify Buyer upon receipt of any offer or indication that any person is considering making an offer with respect to an Acquisition Proposal or any request for information relative to either the Company or for access to the properties, books and records of either the Company, and will promptly reject any such offer or request.