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. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.16, the Company may take any of the actions described in Section 5.9(a) (other than the actions described in Section 5.9(a)(i)) if, but only if, (i) the Company has received a bona fide unsolicited written Acquisition Proposal, prior to the Company Shareholders’ Meeting, that did not result from a breach of this Section 5.9; (ii) the Company’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company has provided Parent with any noticed required under Section 2.16, which notice shall be prior to taking any such action; (iv) prior to taking such action, the Company receives from such Person a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement, the Company offers to amend the Confidentiality Agreement to include such similar provisions); and (v) the Company determines in good faith, after consultation with the Company’s outside legal counsel that the failure of the Company to take such action would reasonably be expected to violate its fiduciary duties under Applicable Law. The Company shall promptly provide to Parent any non-public information regarding the Company or its Subsidiaries provided to any other Person that was not previously provided to Parent, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or any Company Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence).

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. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.16Agreement, the Company NewDominion may take any of the actions described in clause (ii) of Section 5.9(a) (other than the actions described in Section 5.9(a)(i)5.8(a) if, but only if, (i) the Company NewDominion has received a bona fide unsolicited written Acquisition Proposal, prior to the Company NewDominion Shareholders’ Meeting, that did not result from a breach of this Section 5.95.8; (ii) the CompanyNewDominion’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is could reasonably likely be expected to result in lead to a Superior Proposal; (iii) the Company NewDominion has provided Parent and Park National with any noticed required under Section 2.16prompt notice of such determination, which notice shall be prior to taking any such action; (iv) prior to taking such actionfurnishing or affording access to any non-public information or data with respect to NewDominion or any of its Subsidiaries in connection with an Acquisition Proposal, the Company NewDominion receives from such Person a confidentiality agreement with terms no less favorable to the Company NewDominion than those contained in the Confidentiality Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the CompanyNewDominion, than those contained in the Confidentiality Agreement, the Company NewDominion offers to amend the Confidentiality Agreement to include such similar provisions); and (v) the Company NewDominion determines in good faith, after consultation with the CompanyNewDominion’s outside legal counsel that the failure of the Company NewDominion to take furnish such action information or access or enter into negotiations or discussions would reasonably be expected to violate its fiduciary duties under Applicable Lawapplicable law. The Company NewDominion shall promptly provide to Parent and Park National any non-public information regarding the Company NewDominion or its Subsidiaries provided to any other Person that was not previously provided to ParentParent and Park National, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company NewDominion shall promptly (and in any event within twenty-four (24) hours) notify Parent and Park National in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company NewDominion or any Company NewDominion Representatives, in each case in connection with any Acquisition Proposal, - 69 - and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence).

No Solicitation of Transaction. (a) Subject to Section 5.9(b)Each of Holdco, from the date hereof until the Closing, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VIINSR, the Company shall and ROI agree that they will not, and shall will cause all of its Subsidiaries and each of their respective Representatives to notdirectors, officers, managers, members, employees, agents, consultants, lenders, financing sources, advisors or other representatives, including legal counsel, accountants and financial advisors, not to, directly or indirectlyindirectly (a) solicit, initiate or encourage any inquiry, proposal, offer or contact from any Person (other than as contemplated by this Agreement or to effectuate the Closing of the transactions contemplated by this Agreement) relating to any transaction involving (i) take the sale of any action share capital or other ownership interest or any assets (other than the sale of inventory in the Ordinary Course of Business) or debt of the Company or ROI, (ii) any acquisition, divestiture, merger, share or unit exchange, consolidation, redemption, financing or similar transaction involving the Company or ROI, or (iii) any similar transaction or business combination involving the Company or ROI (in each case, an “Acquisition Proposal”), (b) participate in any discussion or negotiation regarding, or furnish any information with respect to, or assist or facilitate in any manner, any Acquisition Proposal or any attempt to solicitmake an Acquisition Proposal, initiate(c) approve or recommend, encourage or knowingly facilitate any inquiries that constitute propose to approve or would reasonably be expected to lead to the making of recommend, any Acquisition Proposal, (iid) participate in any discussions approve or negotiations regarding any Acquisition Proposal or furnishrecommend, or otherwise afford accesspropose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or other similar agreement related 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 (ive) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for principle requiring ROI or the Company to comply with Section 2.16abandon, relating terminate or fail to an Acquisition Proposalconsummate the transactions contemplated by this Agreement or breach its obligations hereunder, or (f) propose or agree to do any of the foregoing. Upon execution Each of this AgreementROI, Holdco, NSR and the Company shall, and shall cause all of its Subsidiaries respective agents and each of their respective Representatives representatives to, immediately cease any discussions, and cause to be terminated all existing discussions or negotiations or communications with any party or parties Person conducted heretofore with respect to any Acquisition Proposal; provided, however, or any inquiry or proposal 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. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.16, the Company may take any of the actions described in Section 5.9(a) (other than the actions described in Section 5.9(a)(i)) if, but only if, (i) the Company has received a bona fide unsolicited written Acquisition Proposal, prior to the Company Shareholders’ Meeting, that did not result from a breach of this Section 5.9; (ii) the Company’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company has provided Parent with any noticed required under Section 2.16, which notice shall be prior to taking any such action; (iv) prior to taking such action, the Company receives from such Person a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement, the Company offers to amend the Confidentiality Agreement to include such similar provisions); and (v) the Company determines in good faith, after consultation with the Company’s outside legal counsel that the failure of the Company to take such action would reasonably be expected to violate its fiduciary duties under Applicable Law. The Company shall promptly provide to Parent any non-public information regarding the Company or its Subsidiaries provided to any other Person that was not previously provided to Parent, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company shall promptly (and result in any event within twenty-four (24) hours) notify Parent in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or any Company Representatives, in each case in connection with any an Acquisition Proposal, request the prompt return or destruction of all confidential information previously furnished with respect to an Acquisition Proposal (except to the extent required by Law or internal compliance policies or procedures) and immediately terminate all physical and electronic data room access previously granted to any such notice Person or its agents or representatives with respect to an Acquisition Proposal. If at any time ROI, Holdco, NSR or the Company is approached in any manner by a third party concerning such an Acquisition Proposal, ROI or the Company, as applicable, shall indicate promptly inform the other Party of such contact and furnish such Party with a copy of any inquiry or proposal, or, if not in writing, a written description thereof, including the name of the Person initiating such discussions or negotiations or third party making such proposal, offer or information request proposal for an Acquisition Proposal and the material terms and conditions of any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence)the Acquisition Proposal.

No Solicitation of Transaction. (a) Subject to Section 5.9(b), from From the date hereof of this Agreement until the Closing, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VIItermination hereof, the Company shall and the Company Subsidiaries will not, and shall cause all of its Subsidiaries and each of will not authorize their respective Representatives to notofficers, directors, employees or other agents to, directly or indirectly, (i) take any action to solicit, initiate, initiate or 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(ii) engage in negotiations with, or otherwise afford access, to disclose any Person (other than Parent or Parent Representatives) any non-public nonpublic information or data with respect relating to the Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to any of its Subsidiaries in connection with Person that may be considering making, or has made, an Acquisition Proposal. Nothing contained in this SECTION 6.08 shall prohibit the Company and its Board of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information, including without limitation nonpublic information to, or entering into negotiations with any Person that has indicated its willingness to make an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (iiiA) approvesuch unsolicited bona fide Acquisition Proposal is made by a third party that the Board of Directors of the Company determines in good faith has the good faith intent to proceed with negotiations or consider, endorse or recommend any and financial and other capability to consummate, such Acquisition Proposal (taking into account among other than things the Mergerlegal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal), or (ivB) enter into any agreement the Board of Directors of the Company, after consultation with outside legal counsel to the Company, determines in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order good faith that such action is required for the Board of Directors of the Company to comply with Section 2.16its fiduciary duties to stockholders imposed by applicable law, relating to an Acquisition Proposal. Upon execution of this Agreement(C) contemporaneously with furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shallprovides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person and (D) the Company uses all reasonable efforts to keep Parent informed in all material respects of the status and terms of any such negotiations or discussions (including without limitation the identity of the Person with whom such negotiations or discussions are being held) and provides Parent copies of such written proposals and any amendments or revisions thereto or correspondence related thereto. The Company, the Company Subsidiaries, and shall cause all of its Subsidiaries and each of their respective Representatives toofficers, directors, employees or other agents shall immediately cease any discussionsexisting discussions or negotiations, negotiations or communications if any, with any party or parties Persons conducted heretofore 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. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.16, the Company may take any of the actions described in Section 5.9(a) (other than the actions described in Section 5.9(a)(i)) if, but only if, (i) the Company has received a bona fide unsolicited written Acquisition Proposal, prior to the Company Shareholders’ Meeting, that did not result from a breach of this Section 5.9; (ii) the Company’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company has provided Parent with any noticed required under Section 2.16, which notice shall be prior to taking any such action; (iv) prior to taking such action, the Company receives from such Person a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement, the Company offers to amend the Confidentiality Agreement to include such similar provisions); and (v) the Company determines in good faith, after consultation with the Company’s outside legal counsel that the failure of the Company to take such action would reasonably be expected to violate its fiduciary duties under Applicable Law. The Company shall promptly provide to Parent any non-public information regarding the Company or its Subsidiaries provided to any other Person that was not previously provided to Parent, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or any Company Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence).

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 Seller agrees that it shall not, and shall cause all each of its Subsidiaries respective directors, officers, managers, members, employees, agents, consultants, lenders, financing sources, advisors or other representatives, including legal counsel, accountants and each of their respective Representatives to notfinancial advisors, not to, directly or indirectlyindirectly (a) solicit, initiate or encourage any inquiry, proposal, offer or contact from any Person (other than as contemplated by this Agreement or to effectuate the Closing) relating to any transaction involving (i) take the sale of any action membership or other ownership interest or any assets (other than the sale of inventory in the Ordinary Course of Business) or debt of the Company, except as contemplated by this Agreement, (ii) any acquisition, divestiture, merger, share or unit exchange, consolidation, redemption, financing or similar transaction involving the Company, or (iii) any similar transaction or business combination involving the Company (in each case, an “Acquisition Proposal”), (b) participate in any discussion or negotiation regarding, or furnish any information with respect to, or assist or facilitate in any manner, any Acquisition Proposal or any attempt to solicitmake an Acquisition Proposal, initiate(c) approve or recommend, encourage or knowingly facilitate any inquiries that constitute propose to approve or would reasonably be expected to lead to the making of recommend, any Acquisition Proposal, (iid) participate in any discussions approve or negotiations regarding any Acquisition Proposal or furnishrecommend, or otherwise afford accesspropose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or other similar agreement related 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 (ive) enter into any agreement in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order for principle requiring the Company to comply with Section 2.16abandon, relating terminate or fail to an Acquisition Proposalconsummate the transactions contemplated by this Agreement or breach its obligations hereunder, or (f) propose or agree to do any of the foregoing. Upon execution of this Agreement, the Company shall, and Seller shall cause all of its Subsidiaries respective agents and each of their respective Representatives representatives to, immediately cease any discussions, and cause to be terminated all existing discussions or negotiations or communications with any party or parties Person conducted heretofore with respect to any Acquisition Proposal; provided, however, or any inquiry or proposal 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. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.16, the Company may take any of the actions described in Section 5.9(a) (other than the actions described in Section 5.9(a)(i)) if, but only if, (i) the Company has received a bona fide unsolicited written Acquisition Proposal, prior to the Company Shareholders’ Meeting, that did not result from a breach of this Section 5.9; (ii) the Company’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company has provided Parent with any noticed required under Section 2.16, which notice shall be prior to taking any such action; (iv) prior to taking such action, the Company receives from such Person a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement, the Company offers to amend the Confidentiality Agreement to include such similar provisions); and (v) the Company determines in good faith, after consultation with the Company’s outside legal counsel that the failure of the Company to take such action would reasonably be expected to violate its fiduciary duties under Applicable Law. The Company shall promptly provide result in an Acquisition Proposal, request the prompt return or destruction of all confidential information previously furnished with respect to Parent an Acquisition Proposal (except to the extent required by Law or internal compliance policies or procedures) and immediately terminate all physical and electronic data room access previously granted to any non-public information regarding the Company such Person or its Subsidiaries provided agents or representatives with respect to any other Person that was not previously provided to Parent, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company an Acquisition Proposal. Seller shall promptly (and in any event within twenty-four two (242) hoursBusiness Days) notify Parent in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought disclose to be initiated or continued with, Buyer all unsolicited Acquisition Proposals and the Company or any Company Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name identity of the Person initiating from whom such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence)Acquisition Proposal is received.

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 Acquisition Proposal. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.16, the Company may take any of the actions described in Section 5.9(a) (other than the actions described in Section 5.9(a)(i)) if, but only if, (i) the Company has received a bona fide unsolicited written Acquisition Proposal, prior to the Company Shareholders’ Meeting, that did not result from a breach of this Section 5.9; (ii) the Company’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company has provided Parent with any noticed required under Section 2.16, which notice shall be prior to taking any such action; (iv) prior to taking such action, the Company receives from such Person a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement, the Company offers to amend the Confidentiality Agreement to include such similar provisions); and (v) the Company determines in good faith, after consultation with the Company’s outside legal counsel that the failure of the Company to take such action would reasonably be expected to violate its fiduciary duties under Applicable Law. The Company shall promptly provide to Parent any non-public information regarding the Company or its Subsidiaries provided to any other Person that was not previously provided to Parent, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or any Company Representatives, in each case in connection with any an Acquisition Proposal, and such notice shall indicate will promptly notify any Person making an Acquisition Proposal, or offer, proposal, agreement, inquiry or contact with respect thereto about the name existence of this exclusivity covenant (but will not disclose the identity of the Person initiating parties to this Agreement or any of the terms of this Agreement unless such discussions or negotiations or making such proposalinformation has been previously disclosed in accordance with the terms of this Agreement) and each of Parent’s, offer or information request Seller’s and the material terms Acquired Companies’ and conditions of their Affiliates’ and their and their Affiliates’ Representatives’ unwillingness to discuss any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence)Acquisition Proposal until this Agreement is terminated.

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. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.165.9(a), the Company Insight may take any of the actions described in clause (ii) of Section 5.9(a) (other than the actions described in Section 5.9(a)(i)) if, but only if, (i) the Company Insight has received a bona fide unsolicited written Acquisition Proposal, prior to the Company Insight Shareholders’ Meeting, that did not result from a breach of this Section 5.9; (ii) the CompanyInsight’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company Insight has provided Parent First Financial with any noticed required under Section 2.16, which at least five (5) Business Day’s prior notice shall be prior to taking any of such actiondetermination; (iv) prior to taking such actionfurnishing or affording access to any information or data with respect to Insight or otherwise relating to an Acquisition Proposal, the Company Insight receives from such Person a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the Company, Insight than those contained in the Confidentiality Agreement, the Company offers to amend the Confidentiality Agreement to include such similar provisions); and (v) the Company determines in good faith, after consultation with the Company’s outside legal counsel that the failure of the Company Insight’s Board of Directors to take furnish such action information or access or enter into discussions or negotiations would reasonably be expected to violate its fiduciary duties under Applicable Lawto Insight shareholders. The Company Insight shall promptly provide to Parent First Financial any non-public information regarding the Company or its Subsidiaries Insight provided to any other Person that was not previously provided to ParentFirst Financial, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company Insight shall promptly (and in any event within twenty-four (24) hours) notify Parent First Financial in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company Insight or any Company Insight Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence)request.

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. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.165.9(a), the Company First Bexley may take any of the actions described in clause (ii) of Section 5.9(a) (other than the actions described in Section 5.9(a)(i)) if, but only if, (i) the Company First Bexley has received a bona fide unsolicited written Acquisition Proposal, prior to the Company First Bexley Shareholders’ Meeting, that did not result from a breach of this Section 5.9; (ii) the CompanyFirst Bexley’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company First Bexley has provided Parent First Financial with any noticed required under Section 2.16, which at least five (5) Business Day’s prior notice shall be prior to taking any of such actiondetermination; (iv) prior to taking such actionfurnishing or affording access to any information or data with respect to First Bexley or any of its Subsidiaries or otherwise relating to an Acquisition Proposal, the Company First Bexley receives from such Person a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the Company, First Bexley than those contained in the Confidentiality Agreement, the Company offers to amend the Confidentiality Agreement to include such similar provisions); and (v) the Company determines in good faith, after consultation with the Company’s outside legal counsel that the failure of the Company First Bexley’s Board of Directors to take furnish such action information or access or enter into discussions or negotiations would reasonably be expected to violate its fiduciary duties under Applicable Lawto First Bexley shareholders. The Company First Bexley shall promptly provide to Parent First Financial any non-public information regarding the Company First Bexley or its Subsidiaries provided to any other Person that was not previously provided to ParentFirst Financial, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company First Bexley shall promptly (and in any event within twenty-four (24) hours) notify Parent First Financial in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company First Bexley or any Company First Bexley Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence)request.

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. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.16Agreement, the Company CABF may take any of the actions described in clause (ii) of Section 5.9(a) (other than the actions described in Section 5.9(a)(i)5.8(a) if, but only if, (i) the Company CABF has received a bona fide unsolicited written Acquisition Proposal, prior to the Company CABF Shareholders’ Meeting, that did not result from a breach of this Section 5.95.8; (ii) the CompanyCABF’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company CABF has provided Parent with any noticed required under Section 2.16prompt notice of such determination, which notice shall be prior to taking any such action; (iv) prior to taking such actionfurnishing or affording access to any non-public information or data with respect to CABF or any of its Subsidiaries in connection with an Acquisition Proposal, the Company CABF receives from such Person a confidentiality agreement with terms no less favorable to the Company CABF than those contained in the Confidentiality Non-Disclosure Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the CompanyCABF, than those contained in the Confidentiality Non-Disclosure Agreement, the Company CABF offers to amend the Confidentiality Non-Disclosure Agreement to include such similar provisions); and (v) the Company CABF determines in good faith, after consultation with the CompanyCABF’s outside legal counsel that the failure of the Company CABF to take furnish such action information or access or enter into negotiations or discussions would reasonably be expected to violate its fiduciary duties under Applicable Law. The Company CABF shall promptly provide to Parent any non-public information regarding the Company CABF or its Subsidiaries provided to any other Person that was not previously provided to Parent, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company CABF shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company CABF or any Company CABF Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence).

No Solicitation of Transaction. (a) Subject to Section 5.9(b), from From the date hereof of this Agreement until the Closing, or, if earlier, the date on which this Agreement is terminated in accordance with ARTICLE VIItermination hereof, the Company shall and the Company Subsidiaries will not, and shall cause all of its Subsidiaries and each of will not authorize their respective Representatives to notofficers, directors, employees or other agents to, directly or indirectly, (i) take any action to solicit, initiate, initiate or 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(ii) engage in negotiations with, or otherwise afford access, to disclose any Person (other than Parent or Parent Representatives) any non-public nonpublic information or data with respect relating to the Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to any of its Subsidiaries in connection with Person that may be considering making, or has made, an Acquisition Proposal. Nothing contained in this Section 6.08 shall prohibit the Company and its Board of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information, including without limitation nonpublic information to, or entering into negotiations with any Person that has indicated its willingness to make an unsolicited bona fide Acquisition Proposal, if, and only to the extent that, (iiiA) approvesuch unsolicited bona fide Acquisition Proposal is made by a third party that the Board of Directors of the Company determines in good faith has the good faith intent to proceed with negotiations or consider, endorse or recommend any and financial and other capability to consummate, such Acquisition Proposal (taking into account among other than things the Mergerlegal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal), or (ivB) enter into any agreement the Board of Directors of the Company, after consultation with outside legal counsel to the Company, determines in principle, term sheet, arrangement, understanding, contract or definitive or preliminary agreement, other than a confidentiality agreement in order good faith that such action is required for the Board of Directors of the Company to comply with Section 2.16its fiduciary duties to stockholders imposed by applicable law, relating to an Acquisition Proposal. Upon execution of this Agreement(C) contemporaneously with furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shallprovides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or 49 53 negotiations with, such Person and (D) the Company uses all reasonable efforts to keep Parent informed in all material respects of the status and terms of any such negotiations or discussions (including without limitation the identity of the Person with whom such negotiations or discussions are being held) and provides Parent copies of such written proposals and any amendments or revisions thereto or correspondence related thereto. The Company, the Company Subsidiaries, and shall cause all of its Subsidiaries and each of their respective Representatives toofficers, directors, employees or other agents shall immediately cease any discussionsexisting discussions or negotiations, negotiations or communications if any, with any party or parties Persons conducted heretofore 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. (b) Notwithstanding anything to the contrary contained in this Agreement but subject to compliance with the requirements set forth in Section 2.16, the Company may take any of the actions described in Section 5.9(a) (other than the actions described in Section 5.9(a)(i)) if, but only if, (i) the Company has received a bona fide unsolicited written Acquisition Proposal, prior to the Company Shareholders’ Meeting, that did not result from a breach of this Section 5.9; (ii) the Company’s Board of Directors determines (in accordance with this Agreement) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company has provided Parent with any noticed required under Section 2.16, which notice shall be prior to taking any such action; (iv) prior to taking such action, the Company receives from such Person a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (or, if such confidentiality agreement includes provisions that are less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement, the Company offers to amend the Confidentiality Agreement to include such similar provisions); and (v) the Company determines in good faith, after consultation with the Company’s outside legal counsel that the failure of the Company to take such action would reasonably be expected to violate its fiduciary duties under Applicable Law. The Company shall promptly provide to Parent any non-public information regarding the Company or its Subsidiaries provided to any other Person that was not previously provided to Parent, such additional information to be provided no later than the date of provision of such information to such other party. (c) In addition to any notices required under Section 2.16(c), the Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing if any proposals or offers (or modified offers or proposals) are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or any Company Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any such proposals, offers or information requests (including a copy thereof if in writing and any related documentation or correspondence).