Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. (a) From and after the execution and delivery of this Agreement until the earlier to occur of the Closing or termination of this Agreement pursuant to its terms, MSI shall not, nor will it authorize or permit any of its directors, officers or other employees, controlled Affiliates or any investment banker, attorney or other advisor, representative or agent retained by it to, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission of a transaction (whether in the form of a merger, consolidation, asset sale or other form of transaction) for the acquisition of any Locations or the Car Wash Business (an "Acquisition Transaction") by any Person other than Purchaser, (ii) participate or engage in any discussions or negotiations with any such Person regarding an Acquisition Transaction, (iii) furnish to any such Person any information relating to the Companies or the Assets, or afford access to the business, properties, assets, books or records of the Companies to any such Person that has made or could reasonably be expected to make an Acquisition Transaction, or (iv) take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Transaction, (v) approve, endorse or recommend an Acquisition Transaction, or (vi) enter into any letter of intent or similar agreement contemplating or otherwise relating to an Acquisition Transaction.

No Solicitation or Negotiation. (a) From Unless and after the execution and delivery of until this Agreement until the earlier to occur of the Closing or termination of this Agreement pursuant to its termsis terminated, MSI shall notneither Parent nor Merger Sub shall, nor will it authorize shall they cause, suffer or permit any of its their directors, officers or other officers, stockholders, employees, controlled Affiliates representatives, agents, investment bankers, advisors, accountants or any investment bankerattorneys of Parent or Merger Sub, attorney to initiate or other advisor, representative or agent retained by it tosolicit, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission of a transaction (whether in the form of a merger, consolidation, asset sale or other form of transaction) for the acquisition of any Locations or the Car Wash Business (an "Acquisition Transaction") by any Person other than Purchaser, (ii) participate or engage in any discussions or negotiations with any such Person regarding an Acquisition Transaction, (iii) furnish to any such Person any information relating to the Companies or the Assets, or afford access to the business, properties, assets, books or records of the Companies to any such Person that has made or could reasonably be expected to make an Acquisition Transaction, or (iv) take any other action intended to assist or facilitate any inquiries or the making of any offer or proposal that constitutes, constitutes or could be reasonably be expected to lead toto an a proposal or offer (other than by the Company) for a stock purchase, an Acquisition Transactionasset acquisition, (v) approvemerger, endorse consolidation or recommend an Acquisition Transactionother business combination involving Parent and/or Merger Sub or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, Parent and/or Merger Sub (vian “Alternative Proposal”) enter into from any letter person and/or entity, or engage in negotiations or discussions relating thereto or accept any Alternative Proposal, or make or authorize any statement, recommendation or solicitation in support of intent any Alternative Proposal. Parent and/or Merger Sub shall notify the Company orally and in writing of the receipt of any such inquiries, offers or similar agreement contemplating proposals (including the terms and conditions of any such offer or otherwise relating proposal, the identity of the person and/or entity making it and a copy of any written Alternative Proposal), as promptly as practicable and in any event within 48 hours after the receipt thereof, and shall keep the Company informed of the status and details of any such inquiry, offer or proposal. Parent and Merger Sub shall immediately terminate any existing solicitation, activity, discussion or negotiation with any person and/or entity hereafter conducted by them or by any officer, employee, director, stockholder or other representative thereof with respect to an Acquisition Transactionthe foregoing.

No Solicitation or Negotiation. (a) From and after Except as expressly permitted by this Section 6.2, the execution and delivery of this Agreement until the earlier to occur of the Closing or termination of this Agreement pursuant to its terms, MSI Company shall not, nor will it authorize or permit any of and shall cause its Subsidiaries and the directors, officers and employees of it and its Subsidiaries not to, and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors or other representatives (such directors, officers, employees, controlled Affiliates investment bankers, attorneys, accountants and other advisors or any investment bankerrepresentatives, attorney or other advisorcollectively, representative or agent retained by it “Representatives”) not to, directly or indirectly, : (i) initiate, solicit, initiatepropose, knowingly encourage or induce the making, submission of a transaction (whether in the form of a merger, consolidation, asset sale or other form of transaction) for the acquisition of any Locations or the Car Wash Business (an "Acquisition Transaction") by any Person other than Purchaser, (ii) participate or engage in any discussions or negotiations with any such Person regarding an Acquisition Transaction, (iii) furnish to any such Person any information relating to the Companies or the Assets, or afford access to the business, properties, assets, books or records of the Companies to any such Person that has made or could reasonably be expected to make an Acquisition Transaction, or (iv) take any other action intended to assist or knowingly facilitate any inquiries inquiry, proposal, indication of interest or the making of any proposal offer that constitutes, or could would reasonably be expected to lead to, an Acquisition TransactionProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations relating to any Acquisition Proposal or any inquiry, proposal, indication of interest or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state the extent to which the terms of this provision prohibit such discussions); (iii) provide any non-public information to any Person in connection with any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) subject to this Section 6.2, waive, terminate, modify or fail to enforce any “standstill” or confidentiality obligation of any Person (other than any party hereto) with respect to the Company or any of its Subsidiaries entered into in connection with an Acquisition Proposal; or (v) approve, endorse otherwise knowingly facilitate any effort or recommend attempt to make an Acquisition Transaction, or (vi) enter into any letter of intent or similar agreement contemplating or otherwise relating to an Acquisition TransactionProposal.

No Solicitation or Negotiation. (a) From and after Except as expressly permitted by this Section 6.2, the execution and delivery of this Agreement until the earlier to occur of the Closing or termination of this Agreement pursuant to its terms, MSI Company shall not, nor will and shall cause its Subsidiaries and the directors and officers of it authorize and its Subsidiaries not to, and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries' employees, investment bankers, attorneys, accountants and other advisors or permit any of its representatives (such directors, officers or other officers, employees, controlled Affiliates investment bankers, attorneys, accountants and other advisors or any investment bankerrepresentatives, attorney or other advisorcollectively, representative or agent retained by it "Representatives") not to, directly or indirectly, : (i) initiate, solicit, initiatepropose, knowingly encourage or induce the making, submission of a transaction (whether in the form of a merger, consolidation, asset sale or other form of transaction) for the acquisition of any Locations or the Car Wash Business (an "Acquisition Transaction") by any Person other than Purchaser, (ii) participate or engage in any discussions or negotiations with any such Person regarding an Acquisition Transaction, (iii) furnish to any such Person any information relating to the Companies or the Assets, or afford access to the business, properties, assets, books or records of the Companies to any such Person that has made or could reasonably be expected to make an Acquisition Transaction, or (iv) take any other action intended to assist or knowingly facilitate any inquiries inquiry, proposal, indication of interest or the making of any proposal offer that constitutes, or could would reasonably be expected to lead to, an Acquisition TransactionProposal; (ii) engage in, (v) approve, endorse or recommend an Acquisition Transaction, or (vi) enter into any letter of intent or similar agreement contemplating continue or otherwise participate in any discussions or negotiations relating to any Acquisition Proposal or any inquiry, proposal, indication of interest or offer that would reasonably be expected to lead to an Acquisition TransactionProposal (other than to state the extent to which the terms of this provision prohibit such discussions); (iii) provide any non-public information to any Person in connection with any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; or (iv) subject to this Section 6.2, waive, terminate, modify or fail to enforce any "standstill" or confidentiality obligation of any Person (other than any party hereto) with respect to the Company or any of its Subsidiaries entered into in connection with an Acquisition Proposal.

No Solicitation or Negotiation. (a) From and after the execution and delivery of this Agreement until the earlier to occur of the Closing or termination of this Agreement pursuant to its terms, MSI Each Supporting Stockholder shall not, nor will it and shall not authorize or permit any of its directors, officers or other employees, controlled Affiliates or any investment banker, attorney or other advisor, representative or agent retained by it Representatives to, directly or indirectly, (ia) solicit, initiate, encourage or induce propose the making, submission of a transaction (whether in the form of a merger, consolidation, asset sale or other form of transaction) for the acquisition of any Locations or the Car Wash Business (an "Acquisition Transaction") by any Person other than Purchaser, (ii) participate or engage in any discussions or negotiations with any such Person regarding an Acquisition Transaction, (iii) furnish to any such Person any information relating to the Companies or the Assetsannouncement of, or afford access to the businessknowingly induce, propertiesencourage, assetsfacilitate or assist, books or records of the Companies to any such Person that has made or could reasonably be expected to make an Acquisition Transaction, or (iv) take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition TransactionProposal, (vb) furnish to any Person (other than to Parent and its Affiliates and their respective Representatives) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent and its Affiliates and their respective Representatives), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (c) participate or engage in, or knowingly facilitate, discussions or negotiations with any Person with respect to an Acquisition Proposal or with respect to any inquiries from any Person relating to the making of an Acquisition Proposal, (d) approve, endorse endorse, or recommend any proposal that constitutes, or could reasonably expected to lead to, an Acquisition Proposal, (e) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, or (vif) enter into authorize, propose or commit to do any letter of intent or similar agreement contemplating or otherwise relating the foregoing. Notwithstanding anything to an Acquisition Transactionthe contrary in this Section 6.1, each Supporting Stockholder may engage in such activities solely to the extent that the Company is permitted to engage in such activities pursuant to Section 5.2 of the Merger Agreement.

No Solicitation or Negotiation. (a) From and after the execution and delivery of this Agreement Except as set forth in Section 6.1(b), until the earlier to occur of the Closing Effective Time or the termination of this Agreement pursuant to in accordance with the terms hereof (such earlier date, the “Specified Time”), the Company and each of its termsSubsidiaries shall not and shall cause each of the directors and officers of the Company and its Subsidiaries not to, MSI and shall not, nor will it not authorize or permit and shall otherwise use its reasonable best efforts to cause any employees, investment bankers, attorneys, accountants and other advisors or representatives of the Company or any of its directorsSubsidiaries (such investment bankers, officers or attorneys, accountants, other employeesadvisors and representatives, controlled Affiliates or any investment bankercollectively, attorney or other advisor, representative or agent retained by it “Representatives”) not to, directly or indirectly, : (i) solicit, initiate, initiate or knowingly encourage or induce the making, submission of a transaction (whether in the form of a merger, consolidation, asset sale or other form of transaction) for the acquisition of any Locations or the Car Wash Business (an "Acquisition Transaction") by any Person other than Purchaser, (ii) participate or engage in any discussions or negotiations with any such Person regarding an Acquisition Transaction, (iii) furnish to any such Person any information relating to the Companies or the Assets, or afford access to the business, properties, assets, books or records of the Companies to any such Person that has made or could reasonably be expected to make an Acquisition Transaction, or (iv) take any other action intended to assist or facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non public information with respect to, or take any action with the purpose of encouraging or facilitating, any (A) Acquisition Proposal or (B) inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Transaction, Proposal; (v) approve, endorse or recommend an Acquisition Transaction, or (viiii) enter into any agreement, agreement in principle, letter of intent, option agreement or similar agreement or understanding with respect to any Acquisition Proposal or enter into any agreement, agreement in principle, letter of intent or similar agreement contemplating or otherwise relating understanding requiring the Company to an Acquisition Transactionabandon, terminate or fail to consummate the Merger; or (iv) resolve, propose or agree to do any of the foregoing.