Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. From and after the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Merger Agreement, Stockholder agrees that it shall not, and that it shall use its reasonable best efforts not to permit or allow any of its Representatives to, directly or indirectly: (i) initiate or solicit, knowingly encourage or knowingly facilitate any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a Superior Company Proposal (except to notify any Person of the provisions of this Section 10), (iv) enter into any written agreement to consummate a Superior Company Proposal or (v) approve, authorize, agree or publicly announce any intention to do any of the foregoing.

No Solicitation or Negotiation. From and after Except as expressly permitted by this Section 6.2, the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Merger Agreement, Stockholder agrees that it Company shall not, and that it shall cause its Subsidiaries and each of their respective directors and officers not to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to permit or allow any of its Representatives to, directly or indirectly: : (i) initiate or initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiriesinquiry, proposals proposal, indication of interest or offers offer that constitute constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; (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 could reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions); (iii) provide any information to any Person in connection with any Acquisition Proposal; (iv) subject to Section 6.2(i), waive, terminate, modify or result in a Superior Company Proposal, (ii) furnish fail to enforce any “standstill” or confidentiality or similar obligation of any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposal, (iiiparty hereto) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to the Company or any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a Superior Company Proposal (except to notify any Person of the provisions of this Section 10), (iv) enter into any written agreement to consummate a Superior Company Proposal or its Subsidiaries; or (v) approve, authorize, agree otherwise knowingly facilitate any effort or publicly announce any intention attempt to do any of the foregoingmake an Acquisition Proposal.

No Solicitation or Negotiation. From and after the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Merger Purchase Agreement, Stockholder the Shareholder agrees that it shall not, and that it shall use its reasonable best efforts not to permit or allow any of its Representatives to, directly or indirectly: (i) initiate or solicit, knowingly encourage or knowingly facilitate any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in a Superior Company an Acquisition Proposal, (ii) furnish to any Person (other than Parent, Merger Sub Buyer or any designees or Representatives of Parent or Merger SubBuyer), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company an Acquisition Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a Superior Company an Acquisition Proposal (except to notify any Person of the provisions of this Section 104.4), (iv) enter into any written agreement to consummate a Superior Company Proposal Acquisition Agreement or (v) approve, authorize, agree or publicly announce any intention to do any of the foregoing.

No Solicitation or Negotiation. From and after the date of this Agreement and until the termination of this Agreement, except Except as otherwise expressly permitted pursuant to Section 6.2 of the Merger AgreementAgreement (including Section 6.2(b) thereof), each Stockholder agrees that neither it shall notnor any of its Affiliates shall, and that it shall instruct and use its reasonable best efforts to cause its and its Affiliate’s Representatives not to permit or allow any of its Representatives to, directly or indirectly: : (i) initiate or initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiriesinquiry, proposals proposal, indication of interest or offers offer that constitute constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal; (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 could reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions); (iii) provide any information to any Person in connection with any Acquisition Proposal; (iv) subject to Section 6.2(i) of the Merger Agreement, waive, terminate, modify or result in a Superior Company Proposal, (ii) furnish fail to enforce any “standstill” or confidentiality or similar obligation of any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposal, (iiiparty hereto) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to the Company or any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a Superior Company Proposal (except to notify any Person of the provisions of this Section 10), (iv) enter into any written agreement to consummate a Superior Company Proposal or its Subsidiaries; or (v) approve, authorize, agree otherwise knowingly facilitate any effort or publicly announce any intention attempt to do any of make an Acquisition Proposal. The activities specified in clauses (i) through (v) are hereinafter referred to as the foregoing“Restricted Activities.”

No Solicitation or Negotiation. From and after the date of this Agreement and until the termination of this AgreementThe Company agrees that, except as otherwise expressly permitted pursuant to by this Section 6.2, neither it nor any of its Subsidiaries nor any of the Merger Agreement, Stockholder agrees that employees (including any officers) and directors of it shall notor its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors or representatives (such investment bankers, attorneys, accountants and other advisors or representatives, along with employees (including any officers and directors thereof), collectively, “Representatives”) not to permit or allow any of its Representatives to, directly or indirectly: : (i) initiate or initiate, solicit, propose or knowingly encourage or knowingly facilitate any inquiries, proposals inquiries or offers that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, the making, submission or announcement making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result to, any Acquisition Proposal; (ii) engage in, a Superior Company continue or otherwise participate in any discussions or negotiations related to, or provide any nonpublic information or data to any Person or group (as defined under Section 13 of the Exchange Act) relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (except other than to notify any Person of state that the provisions terms of this Section 106.2 prohibit such discussions); (iii) except as otherwise provided herein, approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to an Acquisition Proposal; or (iv) enter into otherwise facilitate knowingly any written agreement effort or attempt to consummate a Superior Company Proposal or (v) approve, authorize, agree or publicly announce any intention to do any of the foregoingmake an Acquisition Proposal.

No Solicitation or Negotiation. From and after Seller agrees that, from the date of this Agreement and until to the earlier of the Closing or the termination of this Agreement, except as otherwise permitted pursuant to the Merger Agreement, Stockholder agrees that it shall will not, and that it shall use will cause its reasonable best efforts Subsidiaries and their respective officers, employees, Affiliates, agents and representatives not to permit or allow any of its Representatives to, directly or indirectly: indirectly (i) initiate or take any action to initiate, solicit, knowingly entertain, negotiate, accept, discuss, respond to any inquiry with respect to, or encourage any Proposal or knowingly facilitate any inquiries, proposals or offers proposal that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, (ii) furnish to any other Person (other than Parent, Merger Sub Acquiror and its Representatives) any information relating to the Foxtail Business or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with any Proposal, or with take any other action to facilitate any inquiries or the intent to facilitate, the making, submission or announcement making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a Superior Company Proposal or (except to notify any Person of the provisions of this Section 10), (iviii) enter into any written agreement contract, agreement, arrangement or understanding with respect to a Proposal or otherwise requiring Seller or any of its Subsidiaries to, or contemplating that Seller or any of its Subsidiaries will, abandon, terminate or fail to consummate the transactions contemplated hereby. Seller will immediately advise Acquiror if Seller, the Subsidiaries or any of their respective officers, employees, Affiliates, or Representatives receives a Superior Company Proposal or (v) approve, authorize, agree or publicly announce any intention to do any of similar inquiry in writing and the foregoingterms thereof.

No Solicitation or Negotiation. From and after the date of Except as set forth in this Agreement and until the termination of this AgreementSection 4, except as otherwise permitted pursuant prior to the Merger AgreementExpiration Date, Stockholder agrees that it shall not, and that it shall use its reasonable best efforts not to permit or allow any none of its Representatives tothe Stockholders shall, directly or indirectly: : (i) initiate or solicit, knowingly initiate, encourage or knowingly facilitate any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, induce the making, submission or announcement of any inquiryAcquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes or would may reasonably be expected to lead to or result in a Superior Company to, any Acquisition Proposal, ; (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, person with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a Superior Company Proposal (except to notify any Person of the provisions of this Section 10), Acquisition Proposal; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any written letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to consummate any Acquisition Transaction (as defined in the Purchase Agreement); provided, however, that a Superior Company Proposal or Stockholder may, solely in the Stockholder’s capacity as a Representative (vas such term is defined in the Purchase Agreement) approveof Parent, authorize, agree or publicly announce any intention to do any take such actions as may be permitted under Section 6.2(a) of the foregoingPurchase Agreement, but only if the conditions set forth in Section 6.2(a) for such actions have been satisfied.

No Solicitation or Negotiation. From and after the date of this Agreement and until the termination of this Agreement, except Except as otherwise permitted pursuant to the Merger Agreementset forth in this Section 6.1, Stockholder agrees that it Public Company shall not, and that it shall cause its Subsidiaries and its and their directors and officers not to, and shall instruct and use its reasonable best efforts to cause its employees, agents, attorneys, consultants, contractors, accountants, financial advisors and other authorized representatives (“Representatives”) not to permit or allow any of its Representatives to, directly or indirectly: (i) solicit, seek or initiate or solicitknowingly take any action to facilitate (including by way of furnishing information) or encourage any offers, knowingly encourage inquiries or knowingly facilitate the making of any inquiriesproposal or offer that constitutes, proposals or offers that constitute or would could reasonably be expected to lead to or result in a Superior Company to, any Alternative Proposal, ; (ii) furnish to any Person (other than Parententer into, Merger Sub continue or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposal, (iii) otherwise participate or engage in any discussions or negotiations regarding any Alternative Proposal, or furnish to any Person any non- public information or afford any Person other than Private Company access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any Alternative Proposal; provided, however, that nothing in this Section 6.1 shall prevent a party or its Representatives from referring a Person to this Section 6.1; (iii) take any action to make the provisions of any takeover statute inapplicable to any transaction contemplated by an Alternative Proposal; (iv) approve or enter into a letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement (an “Alternative Acquisition Agreement”) with any Person, other than Private Company or any Representative thereofits Affiliates, with respect for, constituting or otherwise relating to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a Superior Company Proposal (except to notify any Person of the provisions of this Section 10), (iv) enter into any written agreement to consummate a Superior Company Proposal or (v) approve, authorize, agree or publicly announce any intention to do any of the foregoing.an Alternative Proposal;

No Solicitation or Negotiation. (i) From and after the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Merger Agreement, the Stockholder agrees that it shall not, and that it shall use its reasonable best efforts not to permit or allow any of its Representatives to, directly or indirectly: (iA) initiate or solicit, knowingly encourage initiate or knowingly facilitate any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, encourage (ii) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives including by way of Parent or Merger Sub), or any Representative thereof, any furnishing non-public information in connection with information) any inquiries regarding, or with the intent to facilitate, the making, submission or announcement making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 5(a)) or negotiations regarding, or furnish to any other Person any information in connection with or for the purpose of soliciting, knowingly encouraging or facilitating, an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or result in(C) adopt, a Superior Company Proposal (except to notify any Person of the provisions of this Section 10), (iv) approve or enter into any written agreement Contract with respect to consummate a Superior Company an Acquisition Proposal or (v) approve, authorize, agree any proposal or publicly announce any intention offer that could reasonably be expected to do any of the foregoinglead to an Acquisition Proposal.

No Solicitation or Negotiation. From Except as expressly permitted by this Section 6.2 (including Section 6.2(c)) and after except as may relate to any Excluded Party, the date Company and its Subsidiaries and their respective directors and officers shall, and the Company shall direct its and its Subsidiaries’ other Representatives to, (i) at 12:01 a.m. on July 3, 2013 the (“No-Shop Period Start Date”) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and request promptly thereafter that such persons return or destroy all confidential information concerning the Company and its Subsidiaries provided by the Company or its Subsidiaries or Representatives and (ii) from the No-Shop Period Start Date until the earlier of this Agreement the Effective Time and until the termination of this AgreementAgreement in accordance with Article VIII, except as otherwise permitted pursuant to the Merger Agreementnot (A) initiate, Stockholder agrees that it shall not, and that it shall use its reasonable best efforts not to permit solicit or allow any of its Representatives to, directly or indirectly: (i) initiate or solicit, knowingly encourage or knowingly facilitate any inquiries, proposals inquiries or offers the making of any proposal or offer that constitute constitutes or would could reasonably be expected to lead to or result in a Superior Company an Acquisition Proposal, (iiB) furnish to engage in or otherwise participate in any Person (other than Parent, Merger Sub discussions or any designees or Representatives of Parent or Merger Sub)negotiations regarding, or any Representative thereof, provide any non-public information in connection with or with data concerning the intent Company or its Subsidiaries to facilitateany Person relating to, the making, submission or announcement of any inquiry, proposal or offer that constitutes or would could reasonably be expected to lead to or result in a Superior Company to, any Acquisition Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a Superior Company Proposal (except to notify any Person of the provisions of this Section 10), (ivC) enter into any written letter of intent, memorandum of understanding, acquisition agreement, merger agreement or similar definitive agreement (other than a confidentiality agreement referred to in Section 6.2(a)) providing for any Acquisition Proposal or requiring the Company to abandon, terminate, breach or fail to consummate a Superior Company Proposal the transactions contemplated by this Agreement (an “Alternative Acquisition Agreement”), or (vD) approve, authorize, agree otherwise knowingly facilitate any effort or publicly announce any intention attempt to do any of the foregoingmake an Acquisition Proposal.

No Solicitation or Negotiation. (i) From and after the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Merger Agreement, Stockholder each of the Stockholders agrees that it shall not, and that it shall use its reasonable best efforts not to permit or allow any of its Representatives to, directly or indirectly: (iA) initiate or solicit, knowingly encourage initiate or knowingly facilitate any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, encourage (ii) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives including by way of Parent or Merger Sub), or any Representative thereof, any furnishing non-public information in connection with information) any inquiries regarding, or with the intent to facilitate, the making, submission or announcement making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions (except to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 5(a)) or negotiations regarding, or furnish to any other Person any information in connection with or for the purpose of soliciting, knowingly encouraging or facilitating, an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or result in(C) adopt, a Superior Company Proposal (except to notify any Person of the provisions of this Section 10), (iv) approve or enter into any written agreement Contract with respect to consummate a Superior Company an Acquisition Proposal or (v) approve, authorize, agree any proposal or publicly announce any intention offer that could reasonably be expected to do any of the foregoinglead to an Acquisition Proposal.

No Solicitation or Negotiation. From and after the date of Except as set forth in this Agreement and until the termination of this AgreementSection 4, except as otherwise permitted pursuant prior to the Merger AgreementExpiration Date, Stockholder agrees that it shall not, and that it shall use its reasonable best efforts not to permit or allow any none of its Representatives tothe Stockholders shall, directly or indirectly: : (i) initiate or solicit, knowingly initiate, encourage or knowingly facilitate any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, induce the making, submission or announcement of any inquiryAcquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal or offer that constitutes or would may reasonably be expected to lead to or result in a Superior Company to, any Acquisition Proposal, ; (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, person with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, a Superior Company Proposal (except to notify any Person of the provisions of this Section 10), Acquisition Proposal; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any written letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to consummate any Acquisition Transaction (as defined in the Purchase Agreement); provided, however, that a Superior Company Proposal or Stockholder may, solely in the Stockholder's capacity as a Representative (vas such term is defined in the Purchase Agreement) approveof Parent, authorize, agree or publicly announce any intention to do any take such actions as may be permitted under Section 6.2(a) of the foregoingPurchase Agreement, but only if the conditions set forth in Section 6.2(a) for such actions have been satisfied.

No Solicitation or Negotiation. From and after Except as expressly permitted by this Section 6.2, the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Merger Agreement, Stockholder agrees that it Company shall not, and that 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 representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to permit or allow any of its Representatives to, directly or indirectly: : (i) initiate or initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposalproposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal indication of interest or offer that constitutes, or would reasonably be expected to lead to or result to, an Acquisition Proposal; (ii) engage in, a Superior Company 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 (except other than to notify state the extent to which the terms of this provision prohibit such discussions); (iii) provide any non-public information to any Person of the provisions of this Section 10)in connection with any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iv) enter 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 any written agreement to consummate a Superior Company Proposal or in connection with an Acquisition Proposal; or (v) approve, authorize, agree otherwise knowingly facilitate any effort or publicly announce any intention attempt to do any of the foregoingmake an Acquisition Proposal.

No Solicitation or Negotiation. From and after Except as expressly permitted by this Section 6.2, the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Merger Agreement, Stockholder agrees that it Company shall not, and that shall cause its Subsidiaries and the directors and officers of it 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 representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, "Representatives") not to permit or allow any of its Representatives to, directly or indirectly: : (i) initiate or initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposalproposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal indication of interest or offer that constitutes, or would reasonably be expected to lead to or result to, an Acquisition Proposal; (ii) engage in, a Superior Company 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 (except other than to notify state the extent to which the terms of this provision prohibit such discussions); (iii) provide any non-public information to any Person of the provisions of this Section 10)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) enter into subject to this Section 6.2, waive, terminate, modify or fail to enforce any written agreement "standstill" or confidentiality obligation of any Person (other than any party hereto) with respect to consummate a Superior the Company Proposal or (v) approve, authorize, agree or publicly announce any intention to do any of the foregoingits Subsidiaries entered into in connection with an Acquisition Proposal.

No Solicitation or Negotiation. From and after Except as expressly permitted by this Section 6.2, the date of this Agreement and until the termination of this Agreement, except as otherwise permitted pursuant to the Merger Agreement, Stockholder agrees that it Company shall not, and that shall cause its Subsidiaries and the directors and officers of it 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 representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to permit or allow any of its Representatives to, directly or indirectly: : (i) initiate or initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiries, proposals or offers that constitute or would reasonably be expected to lead to or result in a Superior Company Proposal, (ii) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), or any Representative thereof, any non-public information in connection with or with the intent to facilitate, the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in a Superior Company Proposalproposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal indication of interest or offer that constitutes, or would reasonably be expected to lead to or result to, an Acquisition Proposal; (ii) engage in, a Superior Company 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 (except other than to notify state the extent to which the terms of this provision prohibit such discussions); (iii) provide any non-public information to any Person of the provisions of this Section 10)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) enter into subject to this Section 6.2, waive, terminate, modify or fail to enforce any written agreement “standstill” or confidentiality obligation of any Person (other than any party hereto) with respect to consummate a Superior the Company Proposal or (v) approve, authorize, agree or publicly announce any intention to do any of the foregoingits Subsidiaries entered into in connection with an Acquisition Proposal.