Common use of No Solicitation of Transactions by the Company Clause in Contracts

No Solicitation of Transactions by the Company. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.01 hereof and the Acceptance Time, none of the Company or any Company Subsidiary shall, nor shall it authorize or permit, directly or indirectly, any officer, trustee, director, employee, investment banker, financial advisor, attorney, broker, finder or other agent, representative or affiliate of the Company or any Company Subsidiary to, (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance or access to properties or assets) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal, (ii) enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Company Acquisition Proposal, (iii) grant any Person any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any Company Subsidiary, (iv) take any action not already taken to make the provisions of any “business combination” or other similar anti-takeover statute or regulation (including approving any transaction under Section 203 of the DGCL), any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company Bylaws or under the Rights Agreement inapplicable to any transactions contemplated by a Company Acquisition Proposal, or (v) enter into an agreement, including any agreement in principle (other than a confidentiality agreement entered into in accordance with the provisions of this Section 8.03(a) or as expressly permitted by Section 8.03(b)), with respect to a Company Acquisition Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at any time prior to the Acceptance Time, following the receipt after the date of this Agreement by the Company or any Company Subsidiary of a Company Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of this Section 8.03(a)) that the Company Board determines in good faith after consultation with its legal and financial advisors is, or is reasonably likely to lead to, a Company Superior Proposal and that the failure to take the action specified in clause (x) or (y) below, as applicable, would be inconsistent with its fiduciary obligations under applicable Law, the Company Board may (directly or through advisors or representatives), subject to Section 8.03(c),

No Solicitation of Transactions by the Company. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.01 hereof and the Acceptance Merger Effective Time, none of the Company or any Company Subsidiary shall, nor shall it authorize or permit, directly or indirectly, any officer, trustee, director, employee, investment banker, financial advisor, attorney, broker, finder or other agent, representative or affiliate of the Company or any Company Subsidiary to, (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance or access to properties or assets) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal, (ii) furnish any nonpublic information regarding the Company or any Company Subsidiary to any Person in connection with or in response to a Company Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to a Company Acquisition Proposal (which shall include any Company Acquisition Proposal received prior to the date hereof), (iii) enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Company Acquisition Proposal, (iiiiv) grant any Person any waiver approve, endorse or release under any standstill or similar agreement with respect to any class of equity securities of the Company or recommend any Company Subsidiary, Acquisition Proposal (iv) take any action not already taken to make the provisions of any “business combination” or other similar anti-takeover statute or regulation (including approving any transaction under than as expressly permitted by Section 203 of the DGCL8.03(b), any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company Bylaws or under the Rights Agreement inapplicable to any transactions contemplated by a Company Acquisition Proposal), or (v) enter into an any letter of intent, memorandum of understanding, agreement in principle, merger agreement, including acquisition agreement or other similar agreement or any agreement in principle other contract relating to any Company Acquisition Proposal (other than a confidentiality agreement entered into in accordance with the provisions of this Section 8.03(a) or as expressly permitted by Section 8.03(b)), with respect to a Company Acquisition Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at any time prior to the Acceptance Merger Effective Time, following the receipt after the date of this Agreement by the Company or any Company Subsidiary of a Company Acquisition Proposal (that was not solicited, encouraged or facilitated solicited in violation of this Section 8.03(a)) that the Company Board determines in good faith after consultation with its the Company’s legal and financial advisors is, or is reasonably likely to lead to, a Company Superior Proposal and if, after consultation with the Company’s legal advisor, the Company Board determines in good faith that the failure to take the action specified in clause (x) or (y) below, as applicable, would be inconsistent with its fiduciary obligations under applicable Table of Contents Law, the Company Board may (directly or through advisors or representatives), subject to Section 8.03(c),, (x) engage in negotiations or discussions with such Person who made such Company Acquisition Proposal and its advisors; and/or (y) furnish non-public information with respect to the Company and the Company Subsidiaries to the Person who made such Company Acquisition Proposal pursuant to a confidentiality agreement with terms overall no less favorable to the Company than those contained in the Confidentiality Agreement; provided that all such information (to the extent that such information has not been previously provided or made or had been previously made available to Parent) is provided to Parent prior to or substantially concurrently with the time it is provided or made available to such Person.

No Solicitation of Transactions by the Company. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.01 hereof and the Acceptance Time, none of the Company or any Company Subsidiary shall, nor shall it authorize or knowingly permit, directly or indirectly, any officer, trustee, director, employee, investment banker, financial advisor, attorney, broker, finder or other agent, representative or affiliate of the Company or any Company Subsidiary to, (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance or access to properties or assetsassistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal, (ii) enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Company Acquisition Proposal, or (iii) grant any Person any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any Company Subsidiary, (iv) take any action not already taken to make the provisions of any “business combination” or other similar anti-takeover statute or regulation (including approving any transaction under Section 203 of the DGCL), any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company Bylaws or under the Rights Agreement inapplicable to any transactions contemplated by a Company Acquisition Proposal, or (v) enter into an agreement, including any agreement in principle (other than a confidentiality agreement entered into in accordance with the provisions of this Section 8.03(aAgreement) or as expressly permitted by Section 8.03(b)), with respect to a Company Acquisition Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at any time prior to the Acceptance Time, following the receipt after the date of this Agreement by the Company or any Company Subsidiary of a Company Acquisition Proposal (that was not solicitedProposal, encouraged or facilitated in violation of this Section 8.03(a)) that if the Company Board (following the recommendation of the Special Committee, if such committee still exists) determines in good faith after consultation with its legal and financial advisors that such Company Acquisition Proposal is, or is could reasonably likely be expected to lead to, a Company Superior Proposal and that the failure to take the action specified in clause (x) or (y) below, as applicable, would be inconsistent with its fiduciary obligations under applicable LawProposal, the Company Board (following the recommendation of the Special Committee if such committee still exists) may (directly or through advisors or representatives) (1) furnish non-public information with respect to the Company and the Company Subsidiaries to the Person who made such Company Acquisition Proposal (provided that the Company has previously or concurrently furnished such information to Parent), subject and (2) participate in negotiations regarding such Company Acquisition Proposal; provided that the Company Board determines that failure to Section 8.03(c),take such action referred to in (1) or (2) above would be inconsistent with its fiduciary duties under applicable Law.

No Solicitation of Transactions by the Company. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.01 hereof and the Acceptance Merger Effective Time, none of the Company or any Company Subsidiary shall, nor shall it authorize or permit, directly or indirectly, any officer, trustee, director, employee, investment banker, financial advisor, attorney, broker, finder or other agent, representative or affiliate of the Company or any Company Subsidiary to, (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance or access to properties or assets) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal, (ii) furnish any nonpublic information regarding the Company or any Company Subsidiary to any Person in connection with or in response to a Company Acquisition Proposal or an inquiry or indication of 63 interest that would reasonably be expected to lead to a Company Acquisition Proposal (which shall include any Company Acquisition Proposal received prior to the date hereof), (iii) enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Company Acquisition Proposal, (iiiiv) grant any Person any waiver approve, endorse or release under any standstill or similar agreement with respect to any class of equity securities of the Company or recommend any Company Subsidiary, Acquisition Proposal (iv) take any action not already taken to make the provisions of any “business combination” or other similar anti-takeover statute or regulation (including approving any transaction under than as expressly permitted by Section 203 of the DGCL8.03(b), any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company Bylaws or under the Rights Agreement inapplicable to any transactions contemplated by a Company Acquisition Proposal), or (v) enter into an any letter of intent, memorandum of understanding, agreement in principle, merger agreement, including acquisition agreement or other similar agreement or any agreement in principle other contract relating to any Company Acquisition Proposal (other than a confidentiality agreement entered into in accordance with the provisions of this Section 8.03(a) or as expressly permitted by Section 8.03(b)), with respect to a Company Acquisition Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at any time prior to the Acceptance Merger Effective Time, following the receipt after the date of this Agreement by the Company or any Company Subsidiary of a Company Acquisition Proposal (that was not solicited, encouraged or facilitated solicited in violation of this Section 8.03(a)) that the Company Board determines in good faith after consultation with its the Company’s legal and financial advisors is, or is reasonably likely to lead to, a Company Superior Proposal and if, after consultation with the Company’s legal advisor, the Company Board determines in good faith that the failure to take the action specified in clause (x) or (y) below, as applicable, would be inconsistent with its fiduciary obligations under applicable Law, the Company Board may (directly or through advisors or representatives), subject to Section 8.03(c),, (x) engage in negotiations or discussions with such Person who made such Company Acquisition Proposal and its advisors; and/or (y) furnish non-public information with respect to the Company and the Company Subsidiaries to the Person who made such Company Acquisition Proposal pursuant to a confidentiality agreement with terms overall no less favorable to the Company than those contained in the Confidentiality Agreement; provided that all such information (to the extent that such information has not been previously provided or made or had been previously made available to Parent) is provided to Parent prior to or substantially concurrently with the time it is provided or made available to such Person.

No Solicitation of Transactions by the Company. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.01 hereof and the Acceptance Merger Effective Time, none of the Company or any Company Subsidiary shall, nor shall it authorize or permit, directly or indirectly, any officer, trustee, director, employee, investment banker, financial advisor, attorney, broker, finder or other agent, representative or affiliate of the Company or any Company Subsidiary to, (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance or access to properties or assets) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal, (ii) furnish any nonpublic information regarding the Company or any Company Subsidiary to any Person in connection with or in response to a Company Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to a Company Acquisition Proposal (which shall include any Company Acquisition Proposal received prior to the date hereof), (iii) enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Company Acquisition Proposal, (iiiiv) grant any Person any waiver approve, endorse or release under any standstill or similar agreement with respect to any class of equity securities of the Company or recommend any Company Subsidiary, Acquisition Proposal (iv) take any action not already taken to make the provisions of any “business combination” or other similar anti-takeover statute or regulation (including approving any transaction under than as expressly permitted by Section 203 of the DGCL8.03(b), any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company Bylaws or under the Rights Agreement inapplicable to any transactions contemplated by a Company Acquisition Proposal), or (v) enter into an any letter of intent, memorandum of understanding, agreement in principle, merger agreement, including acquisition agreement or other similar agreement or any agreement in principle other contract relating to any Company Acquisition Proposal (other than a confidentiality agreement entered into in accordance with the provisions of this Section 8.03(a) or as expressly permitted by Section 8.03(b)), with respect to a Company Acquisition Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at any time prior to the date of acceptance for payment of shares of Company Common Stock pursuant to, and subject to the conditions of, the Offer (the “Acceptance Time”), following the receipt after the date of this Agreement by the Company or any Company Subsidiary of a Company Acquisition Proposal (that was not solicited, encouraged or facilitated solicited in violation of this Section 8.03(a)) that the Company Board determines in good faith after consultation with its the Company’s legal and financial advisors is, or is reasonably likely to lead to, a Company Superior Proposal and if, after consultation with the Company’s legal advisor, the Company Board determines in good faith that the failure to take the action specified in clause (x) or (y) below, as applicable, would be inconsistent with its fiduciary obligations under applicable Law, the Company Board may (directly or through advisors or representatives), subject to Section 8.03(c),, (x) engage in negotiations or discussions with such Person who made such Company Acquisition Proposal and its advisors; and/or (y) furnish non-public information with respect to the Company and the Company Subsidiaries to the Person who made such Company Acquisition Proposal pursuant to a confidentiality agreement with terms overall no less favorable to the Company than those contained in the Confidentiality Agreement; provided, that all such information (to the extent that such information has not been previously provided or made or had been previously made available to Parent) is provided to Parent prior to or substantially concurrently with the time it is provided or made available to such Person.

No Solicitation of Transactions by the Company. (a) At all times during Neither the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.01 hereof and the Acceptance TimeCompany, none of the Company or any a Company Subsidiary shall, nor shall it authorize or permit, directly or indirectly, any officer, trustee, director, employee, investment banker, financial advisor, attorney, broker, finder or other agent, representative or affiliate Affiliate (collectively, “Representatives”) of the Company or any Company Subsidiary toshall (directly or indirectly), (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance or access to properties or assetsassistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal, (ii) enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Company Acquisition Proposal, Proposal or (iii) grant any Person any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any Company Subsidiary, (iv) take any action not already taken to make the provisions of any “business combination” or other similar anti-takeover statute or regulation (including approving any transaction under Section 203 of the DGCL), any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company Bylaws or under the Rights Agreement inapplicable to any transactions contemplated by a Company Acquisition Proposal, or (v) enter into an agreement, including any agreement in principle a Contract (other than a confidentiality agreement entered into in accordance with the provisions of this Section 8.03(aAgreement) or as expressly permitted by Section 8.03(b)), with respect to a Company Acquisition Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at any time prior to obtaining the Acceptance TimeCompany Shareholder Approval or the earlier termination of this Agreement in accordance with its terms, following the receipt after the date of this Agreement by the Company or any Company Subsidiary of a Company Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of this Section 8.03(a7.03(a)) that ), the Company Board determines in good faith after consultation with may (directly or through its legal Representatives) (x) contact such Person and financial its advisors for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or is reasonably likely to lead to, a Company Superior Proposal and that the failure to take the action specified in clause (x) or (y) below, as applicable, would be inconsistent if the Company Board determines in good faith after consultation with its fiduciary obligations under applicable LawRepresentatives that such Company Acquisition Proposal is, or is reasonably likely to lead to, a Company Superior Proposal, the Company Board may (directly 1) furnish non-public information with respect to the Company and the Company Subsidiaries to the Person who made such Company Acquisition Proposal pursuant to a confidentiality agreement executed by the Company and such Person (provided that the Company has previously or through advisors or representativesconcurrently furnished such information to Parent), (2) participate in negotiations regarding such Company Acquisition Proposal and (3) following receipt of a Company Acquisition Proposal that constitutes a Company Superior Proposal, terminate this Agreement pursuant to, and subject to compliance with, Section 8.03(c9.01(f),.