Common use of No Solicitation of Other Offers Clause in Contracts

No Solicitation of Other Offers. The Shareholder, the Company and the Subsidiaries will not, and will not permit their respective representatives, investment bankers, agents and Affiliates of any of the foregoing to, directly or indirectly, (i) solicit or encourage submission of or any inquiries, proposals or offers by, (ii) participate in any negotiations with, (iii) afford any access to the properties, books or records of the Company or the Subsidiaries, (iv) accept or approve, or (v) otherwise assist, facilitate or encourage, or enter into any Contract with, any Person or group (other than the Purchaser and its Affiliates, agents and representatives), in connection with any Acquisition Proposal. In addition, the Shareholder, the Company and the Subsidiaries will not, and will not permit their respective representatives, investment bankers, agents and Affiliates of any of the foregoing to, directly or indirectly, make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal made by any Person or group (other than the Purchaser). In addition, the Shareholder shall immediately cease, and shall cause the Company and the Subsidiaries to immediately cease, any and all existing activities, discussions or negotiations with any parties with respect to any of the foregoing.

No Solicitation of Other Offers. The Shareholder, the Company Shareholders and the Subsidiaries Companies will not, and will not permit their respective representatives, investment bankers, agents and Affiliates of any of the foregoing to, directly or indirectly, (i) solicit or encourage submission of or any inquiries, proposals or offers by, (ii) participate in any negotiations with, (iii) afford any access to the properties, books or records of the Company or the SubsidiariesCompanies to, (iv) accept or approve, or (v) otherwise assist, facilitate or encourage, or enter into any Contract with, any Person or group (other than the Purchaser and its Affiliates, agents and representatives), in connection with any Acquisition Proposal. In addition, the Shareholder, the Company Shareholders and the Subsidiaries Companies will not, and will not permit their respective representatives, investment bankers, agents and Affiliates of any of the foregoing to, directly or indirectly, make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal made by any Person or group (other than the Purchaser). In addition, the Shareholder shall immediately cease, and shall cause the Company Shareholders and the Subsidiaries to Companies will immediately cease, cease any and all existing activities, discussions or negotiations with any parties with respect to any of the foregoing. The Shareholders will promptly notify the Purchaser if any offer is made, any discussions or negotiations are sought to be initiated, any inquiry, proposal or contact is made or any information is requested with respect to any Acquisition Proposal.

No Solicitation of Other Offers. The Shareholder, the Company Sellers and the Subsidiaries Shareholders will not, and will not permit their respective directors, officers, employees, representatives, investment bankers, agents and Affiliates of any of the foregoing affiliates to, directly or indirectly, (i) solicit or encourage submission of or any inquiries, proposals or offers by, (ii) participate in any negotiations with, (iii) afford any access to the properties, books or records of the Company or the Subsidiarieseither Seller to, (iv) accept or approve, or (v) otherwise assist, facilitate or encourage, or enter into any Contract agreement or understanding with, any Person or group (other than the Purchaser and its Affiliates, agents and representatives), in connection with any Acquisition ProposalProposal (as hereinafter defined). In addition, from and after the Shareholderdate of this Agreement until the Date of Closing or the earlier termination of this Agreement in accordance with its terms, the Company Sellers and the Subsidiaries Shareholders will not, and will not permit their respective directors, officers, employees, representatives, investment bankers, agents and Affiliates of any of the foregoing affiliates to, directly or indirectly, make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal made by any Person or group (other than the Purchaser). In addition, the Shareholder shall The Sellers and Shareholders will immediately cease, and shall cause the Company and the Subsidiaries to immediately cease, any and cease all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.