Common use of No Solicitation of Transaction Clause in Contracts

No Solicitation of Transaction. (a) Subject to Section 5.9(b), from the date hereof until the Closing, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VII, the Company shall not, and shall cause all of its Subsidiaries and each of their respective Representatives to not, directly or indirectly, (i) take any action to solicit, initiate, encourage or knowingly facilitate any inquiries that constitute or would reasonably be expected to lead to the making of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Parent or Parent Representatives) any non-public information or data with respect to the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal (other than the Merger), or (iv) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for the Company to comply with Section 2.16, relating to an Acquisition Proposal. Upon execution of this Agreement, the Company shall, and shall cause all of its Subsidiaries and each of their respective Representatives to, immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal; provided, however, that nothing in this Section 5.9 shall preclude the Company or its Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence or to enforce the provisions of any confidentiality agreement entered into with any Person with respect to a potential Acquisition Proposal.

No Solicitation of Transaction. (a) Subject to Section 5.9(b), from From the date hereof until the ClosingClosing Date, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VIIVIII, the Company Seller shall not, and shall cause all not authorize, directly or indirectly, any of its Subsidiaries and each of their respective Representatives to notofficers, directors, employees, investment bankers, attorneys, accountants, agents, advisors or other representatives to, directly or indirectly, (i) take any action to solicit, initiate, encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries that constitute with respect to, or would reasonably be expected to lead to the making of of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnishapprove, or otherwise afford access, to any Person (other than Parent or Parent Representatives) any non-public information or data with respect to the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) approvenegotiate, endorse or recommend any Acquisition Proposal (other than the Merger)Proposal, or (iviii) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for the Company to comply with Section 2.16, relating to an Acquisition Proposal. Upon execution of this Agreement, the Company Seller shall, and shall cause all of direct its Subsidiaries officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and each of their respective Representatives other representatives to, immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal; provided, however, that nothing in this Section 5.9 5.8 shall preclude the Company Seller or its Representatives representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence or to enforce the provisions of any confidentiality agreement entered into with any Person with respect to a potential Acquisition Proposal.

No Solicitation of Transaction. (a) Subject to Section 5.9(b), from From the date hereof until the ClosingClosing Date, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VII, the Company Insight shall not, and shall cause all of its Subsidiaries and each of their respective Representatives officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors or other representatives to not, directly or indirectly, (i) take any action to solicit, initiate, encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries that constitute with respect to, or would reasonably be expected to lead to the making of of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Parent or Parent Representativesand First Financial) any non-public information or data with respect to the Company Insight or any of its Subsidiaries in connection with otherwise relating to an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal (other than the Merger), or (iviii) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for the Company to comply with Section 2.16, relating to an Acquisition Proposal. Upon execution of this Agreement, the Company Insight shall, and shall cause all of its Subsidiaries officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and each of their respective Representatives other representatives to, immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal; provided, however, that nothing in this Section 5.9 shall preclude the Company Insight or its Representatives representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence or to enforce the provisions of any confidentiality agreement entered into with any Person with respect to a potential Acquisition Proposal.

No Solicitation of Transaction. (a) Subject to Section 5.9(b5.8(b), from the date hereof until the ClosingClosing Date, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VII, the Company NewDominion shall not, and shall cause all of its Subsidiaries and each of their respective officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors or other Representatives to not, directly or indirectly, (i) take any action to solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries that constitute with - 68 - respect to, or would reasonably be expected to lead to the making of of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Parent or Parent Representativesand Park National) any non-public information or data with respect to the Company NewDominion or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal (other than the Merger), or (iv) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for the Company to comply with Section 2.16, relating to an Acquisition Proposal. Upon execution of this Agreement, the Company NewDominion shall, and shall cause all of its Subsidiaries officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and each of their respective other Representatives to, immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal; provided, however, that nothing in this Section 5.9 5.8 shall preclude the Company NewDominion or its Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence or to enforce the provisions of any confidentiality agreement entered into with any Person with respect to a potential Acquisition Proposal.

No Solicitation of Transaction. (a) Subject to Section 5.9(b5.8(b), from the date hereof until the ClosingClosing Date, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VII, the Company CABF shall not, and shall cause all of its Subsidiaries and each of their respective officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors or other Representatives to not, directly or indirectly, (i) take any action to solicit, initiate, encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries that constitute with respect to, or would reasonably be expected to lead to the making of of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Parent or Parent RepresentativesParent) any non-public information or data with respect to the Company CABF or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal (other than the Merger), or (iv) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for the Company to comply with Section 2.16, relating to an Acquisition Proposal. Upon execution of this Agreement, the Company CABF shall, and shall cause all of its Subsidiaries and each of their respective officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and other Representatives to, immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal; provided, however, that nothing in this Section 5.9 5.8 shall preclude the Company CABF or its Representatives from contacting any such party or parties solely - 64 - for the purpose of complying with the provisions of the first clause of this sentence or to enforce the provisions of any confidentiality agreement entered into with any Person with respect to a potential Acquisition Proposal.

No Solicitation of Transaction. (a) Subject to Section 5.9(b), from From the date hereof until the ClosingClosing Date, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VIIVIII, the Company First Bexley shall not, and shall use reasonable best effort to cause all of its Subsidiaries and each of their respective Representatives officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors or other representatives to not, directly or indirectly, (i) take any action to solicit, initiate, encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries that constitute with respect to, or would reasonably be expected to lead to the making of of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Parent or Parent Representativesand First Financial) any non-public information or data with respect to the Company First Bexley or any of its Subsidiaries in connection with or otherwise relating to an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal (other than the Merger), or (iviii) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for the Company to comply with Section 2.16, relating to an Acquisition Proposal. Upon execution of this Agreement, the Company First Bexley shall, and shall cause all of its Subsidiaries officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and each of their respective Representatives other representatives to, immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal; provided, however, that nothing in this Section 5.9 shall preclude the Company First Bexley or its Representatives representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence or to enforce the provisions of any confidentiality agreement entered into with any Person with respect to a potential Acquisition Proposal.

No Solicitation of Transaction. (a) Subject to Section 5.9(b), from the date hereof until the Closing, or, if earlierEach of Parent, the date on which this Agreement is terminated in accordance with ARTICLE VII, the Company Acquired Companies and Seller shall not, and Parent and Seller shall cause all each of its Subsidiaries Seller and the Acquired Companies, respectively, not to, and each of their Parent, the Acquired Companies and Seller shall not authorize or permit the respective Affiliates and Representatives to notthereof to, directly or indirectly, (ia) take any action to solicit, initiate, encourage entertain, or knowingly facilitate any inquiries that constitute or would reasonably be expected to lead to the making of any Acquisition Proposal, (ii) participate in conduct any discussions or negotiations with, or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort to attempt to, or enter into any agreement, discussion, negotiation, arrangement or understanding with, any Person or group of Persons regarding any Acquisition Proposal or furnishthat is reasonably likely to result in an Acquisition Proposal, (b) provide any assistance, information, documents or otherwise cooperate or have discussions with, any Person (other than Purchaser and its Representatives) in connection with any inquiry, offer, proposal or agreement relating to an Acquisition Proposal, (c) afford accessany access to the personnel, offices, facilities, properties, transaction data rooms or books and records of the Acquired Companies to any Person (other than Parent or Parent Purchaser and its Representatives) any non-public information or data with respect relating to the Company or any of its Subsidiaries in connection with an Acquisition ProposalProposal or (d) otherwise assist or facilitate the making of, (iii) approveor cooperate in any way regarding any inquiry, endorse offer, proposal or recommend agreement by any Acquisition Proposal Person (other than the Merger), Purchaser or (ivits Representatives) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for the Company to comply with Section 2.16, relating to an a possible Acquisition Proposal. Upon execution of this Agreement, each of Parent, the Company Acquired Companies and Seller shall, and Parent and Seller shall cause all of its Subsidiaries and each of their respective Representatives Seller and the Acquired Companies, respectively, to, immediately cease and terminate any activities, discussions, negotiations or communications with any party or parties Person (other than Purchaser) with respect to any Acquisition Proposal and will promptly request the return or destruction of any confidential information provided to any Person in connection with an Acquisition Proposal; provided, however, that nothing in this Section 5.9 5.8 shall preclude the Company Seller or its Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence sentence. Seller and the Acquired Companies shall promptly notify Purchaser if any Acquisition Proposal, or to enforce the provisions of any confidentiality agreement entered into offer, proposal, agreement, inquiry or contact with any Person with respect to a potential an Acquisition Proposal, and will promptly notify any Person making an Acquisition Proposal, or offer, proposal, agreement, inquiry or contact with respect thereto about the existence of this exclusivity covenant (but will not disclose the identity of the parties to this Agreement or any of the terms of this Agreement unless such information has been previously disclosed in accordance with the terms of this Agreement) and each of Parent’s, Seller’s and the Acquired Companies’ and their Affiliates’ and their and their Affiliates’ Representatives’ unwillingness to discuss any Acquisition Proposal until this Agreement is terminated.