Common use of No Solicitation of Other Proposals Clause in Contracts

No Solicitation of Other Proposals. (a) From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Founding Sellers shall not and shall cause the Acquired Companies to not, authorize or permit any of their respective officers, directors, employees, representatives or agents (collectively, the “Company Representatives”) directly or indirectly to, (i) solicit, facilitate, initiate, encourage or take any action to solicit, facilitate, initiate or encourage, any inquiries or communications or the making of any proposal or offer that constitutes or may constitute an Acquisition Proposal or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination or reorganization, involving the Acquired Companies or the issuance or acquisition of shares of capital stock or other securities of the Acquired Companies or any tender or exchange offer that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other securities of the Acquired Companies, or the sale, lease, exchange, license (whether exclusive or not), or other disposition of any significant portion of the business or other assets of the Acquired Companies, or any other transaction, the completion of which could reasonably be expected to impede, interfere with, prevent or materially delay the completion of the transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Buyer or its Affiliates of the transactions contemplated hereby. The Founding Sellers shall and shall cause the Acquired Companies to immediately cease and cause to be terminated and shall cause all Company Representatives to immediately terminate and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. The Founding Sellers shall and shall cause the Acquired Companies to promptly notify the Company Representative of its obligations under this Section 6.11. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth above by any Affiliate of the Acquired Companies or any Company Representative, whether or not such Person is purporting to act on behalf of the Acquired Companies, shall be deemed to be a breach of this Section 6.11 by the Acquired Companies.

No Solicitation of Other Proposals. (a) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Founding Sellers Company shall not and shall cause the Acquired Companies to not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of their respective its officers, directors, executive employees, representatives or agents (collectively, the “Company Representatives”) directly or indirectly to, (i) initiate or solicit, facilitate, initiate, encourage or take any action to solicit, facilitate, initiate or encouragesolicit, any inquiries or communications or the making of any proposal or offer that constitutes or may constitute a merger, consolidation, business combination, sale of all or substantially all of the assets, sale of control (including without limitation by way of a tender offer) or similar transactions involving the Company (any such proposal or offer referred to herein as an “Acquisition Proposal Proposal”), provided, that, nothing contained in this Section 5.1 shall prohibit the Company’s Board of Directors or (ii) participate officers from furnishing information to or engage in any entering into discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which might reasonably be expected that makes an unsolicited bona fide proposal related to result in an Acquisition Proposal, if: the Company’s Board of Directors determines in good faith, after receiving advice from its financial advisor(s) and outside counsel, that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders under applicable law. For purposes Notwithstanding the foregoing, if the Board of Directors of the Company receives an Acquisition Proposal which (a) the Board of Directors determines in good faith (after consulting with its financial advisor(s) and outside legal counsel), taking into account the legal, financial, regulatory, timing and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal (including the Break Up Fees),will provide greater value to the Company and its shareholders from a financial point of view than the transaction contemplated by this Agreement, (b) is fully financed or reasonably capable of being fully financed, and (c) is reasonably capable of being consummated on the term “terms proposed in a timely manner (such other Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any a “Superior Proposal”), the Board of its Affiliates) relating to any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination or reorganization, involving the Acquired Companies or the issuance or acquisition of shares of capital stock or other securities Directors of the Acquired Companies Company may approve a Superior Proposal or terminate this Agreement in accordance with Section 7; provided, that, at least 5 Business Days prior to taking any tender such action, the Company gives written notice thereof to Purchaser, setting forth in reasonable detail, the material terms and conditions of such Superior Proposal, during which 5 Business Day period, Purchaser may propose to match such Superior Proposal or exchange offer that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares propose an improved transaction to the Board of capital stock or other securities Directors of the Acquired Companies, or the sale, lease, exchange, license (whether exclusive or not), or other disposition of any significant portion of the business or other assets of the Acquired Companies, or any other transaction, the completion of which could reasonably be expected to impede, interfere with, prevent or materially delay the completion of the transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Buyer or its Affiliates of the transactions contemplated herebyCompany. The Founding Sellers Company shall and shall cause the Acquired Companies to immediately cease and cause to be terminated and shall cause all Company Representatives to immediately terminate and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. The Founding Sellers shall and shall cause the Acquired Companies to promptly notify the each Company Representative of its obligations under this Section 6.11. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth above by any Affiliate of the Acquired Companies or any Company Representative, whether or not such Person is purporting to act on behalf of the Acquired Companies, shall be deemed to be a breach of this Section 6.11 by the Acquired Companies5.1.

No Solicitation of Other Proposals. (a) From During the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its termsInterim Period, the Founding Sellers Company shall not and shall cause the Acquired Companies to not, authorize or permit any of their respective officers, directors, employees, representatives or agents (collectively, the “Company Representatives”) directly or indirectly toindirectly, through any officer, director, employee, investment banker, attorney, accountant or other advisor, representative or agent (each a "Company Representative"): (i) solicit, facilitate, initiate, encourage or take any action to solicit, facilitate, initiate or encourage, encourage any inquiries or communications or the making of any proposal or offer proposals that constitutes or may constitute an Acquisition Proposal or (ii) participate or engage in any discussions or negotiations withconstitute, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination or reorganization, involving the Acquired Companies or the issuance or acquisition of shares of capital stock or other securities of the Acquired Companies or any tender or exchange offer that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other securities of the Acquired Companies, or the sale, lease, exchange, license (whether exclusive or not), or other disposition of any significant portion of the business or other assets of the Acquired Companies, or any other transaction, the completion of which could reasonably be expected to impede, interfere with, prevent or materially delay the completion of the transactions contemplated hereby or which would reasonably be expected to diminish significantly the benefits to Buyer or its Affiliates of the transactions contemplated hereby. The Founding Sellers shall and shall cause the Acquired Companies to immediately cease and cause to be terminated and shall cause all Company Representatives to immediately terminate and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, share exchange, business combination, sale of substantial assets, sale of shares of capital stock consisting of at least 20% of the then currently outstanding shares (including, without limitation, pursuant to a tender offer) or similar transaction or series of transactions involving the Company and its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"); or (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, any Acquisition Proposal; or (iii) agree to, approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (A) furnishing non-public information to, or entering into discussions or negotiations with, any Person in connection with an unsolicited bona fide written Acquisition Proposal by such Person or recommending such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that (y) the Board of Directors of the Company determines in good faith (after consultation with, and based upon the advice of, its financial advisor) that such Acquisition Proposal would, if consummated, result in a transaction more favorable, from a financial point of view, to the Company's stockholders than the Merger and other transactions contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the Board of Directors of the Company determines in good faith after consultation with, and based upon the advice of, its outside legal counsel that such action is necessary for the Company to comply with its fiduciary duties to its stockholders under applicable law and (z) prior to furnishing such non-public information to, or entering into discussions or negotiations with, such Person, the Company's Board of Directors receives from such Person an executed non-disclosure agreement with terms no less favorable to such party than those terms contained in the confidentiality agreement, dated as of August 6, 2002, between Parent and the Company (the "Confidentiality Agreement"); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regards to an Acquisition Proposal. The Founding Sellers Notwithstanding the foregoing, if the Company's Board of Directors shall receive a bona fide, unsolicited Acquisition Proposal as to which financing is not committed and if the Company's Board of Directors shall cause determine in good faith that such Acquisition Proposal would, but for the Acquired Companies question of the financial capability of the proposed acquiror, constitute a Superior Proposal, then in such event the Company's Board of Directors and its financial advisor may, for the purpose of determining whether such proposal constitutes a Superior Proposal, conduct such limited inquiries of the proponent of such Acquisition Proposal as are necessary for the sole purpose of ascertaining whether the proposed transaction is reasonably capable of being consummated by such proponent so as to promptly notify the Company Representative of its obligations under this Section 6.11constitute a Superior Proposal. Without limiting the generality of the foregoing, it is agreed the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth above in the preceding sentence by any Affiliate of the Acquired Companies or any Company Representative, whether or not such Person is purporting to act anyone acting on behalf of any of the Acquired CompaniesCompany, shall be deemed to be constitute a breach of this Section 6.11 4.2 by the Acquired CompaniesCompany for all purposes of this Agreement.

No Solicitation of Other Proposals. (a) From Except as expressly permitted by the date hereof until the earlier terms of this Agreement, none of the Closing Company or any of its Subsidiaries shall take (and the termination Company shall not instruct any of its representatives or, to the extent within the Company’s control, other Affiliates to take) any action to (A) intentionally encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any Takeover Proposal, (B) enter into any agreement with respect to any Takeover Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) participate in accordance with its termsdiscussions or negotiations with, the Founding Sellers shall not and shall cause the Acquired Companies to not, authorize or permit furnish any of their respective officers, directors, employees, representatives or agents (collectively, the “Company Representatives”) directly or indirectly information to, (i) solicitany Person in connection with, facilitate, initiate, encourage or take any other action to solicit, facilitate, initiate or encourage, facilitate any inquiries or communications or the making of any proposal or offer that constitutes or may constitute an Acquisition Proposal or (ii) participate or engage in any discussions or negotiations withconstitutes, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination or reorganization, involving the Acquired Companies or the issuance or acquisition of shares of capital stock or other securities of the Acquired Companies or any tender or exchange offer that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other securities of the Acquired Companies, or the sale, lease, exchange, license (whether exclusive or not), or other disposition of any significant portion of the business or other assets of the Acquired Companies, or any other transaction, the completion of which could reasonably be expected to impedeconstitute, interfere withany Takeover Proposal; provided, prevent however, that the Company or materially delay the completion any of its Subsidiaries may make a copy of this Agreement (which shall not include a copy of the transactions contemplated hereby schedules or exhibits hereto), the Company Financial Statements and the Proxy Statement (when available) publicly available, or may furnish or instruct any of their representatives to furnish, a copy of this Agreement (which would reasonably be expected to diminish significantly the benefits to Buyer or its Affiliates shall not include a copy of the transactions contemplated hereby. The Founding Sellers shall schedules or exhibits hereto), the Company Financial Statements and shall cause the Acquired Companies Proxy Statement (when available) to immediately cease any Person requesting a copy of this Agreement; and cause provided further, however, if at any time prior to be terminated and shall cause all the adoption of this Agreement by the Company’s stockholders the Company Representatives to immediately terminate and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or receives a bona fide written Takeover Proposal that could reasonably be expected to lead to, an Acquisition Proposal. The Founding Sellers shall to a Superior Proposal and shall cause the Acquired Companies to promptly notify Board of Directors of the Company Representative of its obligations under this Section 6.11. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth above by any Affiliate of the Acquired Companies (or any Company Representativecommittee thereof) determines in good faith, whether or not such Person is purporting after consulting with outside counsel, that the failure to act on behalf of the Acquired Companies, shall be deemed to be do so would otherwise constitute a breach of this Section 6.11 by the Acquired Companiesdirectors’ fiduciary duties to the Company’s stockholders under applicable Law, then the Company and its Subsidiaries and their respective directors, officers and representatives may, in response to such Takeover Proposal: (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and to such Person’s representatives), but only if: (1) such Person enters into a confidentiality agreement with the Company not less restrictive as a whole with respect to such Person than the Confidentiality Agreement; and (2) concurrently with the delivery to such Person, the Company delivers to Merger Sub all such information not previously provided to Merger Sub; and (B) participate in discussions and negotiations with such Person (and with such Person’s representatives) regarding such Takeover Proposal.