Common use of No Solicitations Clause in Contracts

No Solicitations. From the date hereof until the earlier of (i) the Closing and (ii) May 31, 1998, neither the Company nor any Affiliate of the Company will take, nor will the Company permit any such Affiliate to take (nor will the Company or any such Affiliate authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf the Company or any such Affiliate to take), directly or indirectly, any action to initiate, assist, solicit, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination with respect to the Company or any Subsidiary, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination with the Company or any Subsidiary or (c) to furnish or cause to be furnished any information with respect to the Company or any Subsidiary to any Person (other than as contemplated by Section 4.2) who the Company, or any such Affiliate (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of, or may be, considering any Business Combination with the Company or any Subsidiary. If the Company or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person (other than Investor or any other Person referred to in Section 4.2) any offer, inquiry or informational request referred to above, the Company will promptly advise such Person, by written notice, of the terms of this Section 4.3 and will promptly, orally and in writing, advise Investor of all the terms of such offer, inquiry or request (including the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to Investor.

No Solicitations. From the date hereof until the earlier of (i) the Closing and (ii) May 31, 1998, neither the Company nor any Affiliate of the Company will take, nor will the Company permit any such Affiliate to Neither Seller shall take (nor will the Company or any such Affiliate authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf the Company or any such Affiliate of either Seller to take), directly or indirectly, any action to initiate, assist, solicit, negotiate, encourage encourage, accept or accept respond to (other than to reject any such offer) any offer or inquiry from any Person (a) to engage in any Business Combination with respect any Seller relating to the Company or any SubsidiaryBusiness, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination with the Company or any Subsidiary Purchaser or (c) to furnish or cause to be furnished any information with respect to either Seller, the Company Business or any Subsidiary the APX Continuing Business to any Person (other than as contemplated by Section 4.28.02) who the Company, or any such Affiliate either Seller (or any such Person acting for or on their behalfbehalf of any of them) knows or has reason to believe is in the process of, or may be, of considering any Business Combination with either Seller, in each case as it relates to the Company Business or any Subsidiarythe APX Continuing Business. If the Company or any such Affiliate either Seller (or any such Person acting for or on their behalfbehalf of any of them) receives from any Person (other than Investor Purchaser or any other Person referred to in Section 4.28.02) any offer, inquiry or informational request referred to above, the Company Sellers, as the case may be, will promptly advise such Person, by written notice, of the terms of this Section 4.3 8.03 and will promptly, orally and in writing, advise Investor of all the terms Purchaser of such offer, inquiry or request (including the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to InvestorPurchaser.

No Solicitations. From the date hereof until the earlier of (i) the Closing The Seller and (ii) May 31, 1998, neither the Company nor any Affiliate of the Company will not take, nor will the Company they permit any such Affiliate to take of their Affiliates (nor will the Company or any such Affiliate authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Seller, the Company or any such Affiliate of their Affiliates) to take), directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, encourage encourage, facilitate, accept, or accept approve, or enter into (i) any offer Contract with any Person or group (other than the Buyer and its Affiliates), or (ii) any submission of, or any offer, inquiry from or proposal from, any Person (aA) to engage participate in any Business Combination negotiations with respect to the Company or any Subsidiary, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination with the sale of the Company or its assets or the Business (or any Subsidiary part thereof) to any Person other than the Buyer or its Affiliates, or (cB) to furnish or cause to be furnished any information with respect to the Company or any Subsidiary the Business to any Person (other than as contemplated by Section 4.2) who the Company, Seller or any such Affiliate of its Affiliates (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of, or may be, of considering any Business Combination with acquisition of all or any part of the Company or its assets or the Business. The Seller shall immediately cease, and shall cause the Company to immediately cease, any Subsidiaryand all existing activities, discussions or negotiations with any parties with respect to any of the foregoing. In addition, the Seller and the Company will not, and will not permit their respective Representatives, investment bankers, agents and Affiliates of any of the foregoing to, directly or indirectly, make or authorize any statement, recommendation or solicitation in support of any proposal for the acquisition of all or any part of the Company or its assets or the Business made by any Person or group (other than the Buyer or its Affiliates). If the Company Seller or any such Affiliate of its Affiliates (or any such Person acting for or on their behalf) receives from any Person (other than Investor or any other Person referred to in Section 4.2) any offer, inquiry or informational request referred to above, the Company will Seller shall (i) promptly advise such Person, by written notice, of the terms of this Section 4.3 5.9, and will (ii) promptly, orally and in writing, advise Investor of all the terms Buyer of such offer, inquiry or request (including the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to Investorthe Buyer.

No Solicitations. From the date hereof until the earlier of (i) the Closing and (ii) May 31, 1998, neither the Company Neither Seller nor any Affiliate of the Company Parent will take, nor will the Company either permit any such Affiliate to take of Seller or Parent, respectively, (nor will the Company or any such Affiliate authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf the Company of Seller or any such Affiliate Affiliate) to take), directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination with respect to the Company explore or any Subsidiary, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, the sale of the Business, or the Assets or Properties of Seller relating to the Business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation or otherwise (other than the sale of inventory in the ordinary course of business) to any Business Combination with the Company Person other than Purchaser or any Subsidiary its Affiliates or (cb) to furnish or cause to be furnished any information with respect to the Company or any Subsidiary Business to any Person (other than as contemplated by Section 4.24.02) who the CompanySeller, Parent or any such Affiliate (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of, or may be, of considering any Business Combination with acquisition of the Company or any SubsidiaryBusiness. If the Company Seller, Parent or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person (other than Investor Purchaser or any other Person referred to in Section 4.24.02) any offer, inquiry or informational request referred to above, the Company will Parent and Seller shall promptly advise such Person, by written notice, of the terms of this Section 4.3 and will promptly, orally and in writing, advise Investor of all the terms of such offer, inquiry or request (including the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to Investor.this

No Solicitations. From the date hereof until the earlier of (i) the Closing and (ii) May 31, 1998, neither the Company nor any Affiliate of the Company Sellers will not take, nor will it permit the Company permit any such Affiliate to take (nor will ---------------- Company, the Company Subsidiaries or any such Affiliate of Sellers (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Sellers, the Company Company, the Subsidiaries or any such Affiliate Affiliate) to take), directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination with respect to the Company or any Subsidiary, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination with the Company or any Subsidiary or (c) to furnish or cause to be furnished any information with respect to the Company or any Subsidiary to any Person (other than as contemplated by Section 4.25.02) who Sellers, the Company, any Subsidiary or any such Affiliate (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of, or may be, of considering any Business Combination with the Company or any Subsidiary. If Sellers, the Company Company, any Subsidiary or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person (other than Investor Purchaser or any other Person referred to in Section 4.25.02) any offer, inquiry or informational request referred to above, the Company Sellers will promptly advise such Person, by written notice, of the terms of this Section 4.3 5.03 and will promptly, orally and in writing, advise Investor of all the terms Purchaser of such offer, inquiry or request (including the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to InvestorPurchaser.

No Solicitations. From Neither the date hereof until Stockholders nor the earlier of (i) the Closing and (ii) May 31, 1998, neither the Company nor any Affiliate of the Company Partners will take, nor will the Company Stockholders or the Partners permit any such Affiliate to take (nor will of the Company Purchased Entities or any such Affiliate of the Stockholders or Partners (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Company Stockholders, the Partners, the Purchased Entities or any such Affiliate Affiliate) to take), directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination with respect to the Company or any SubsidiaryPurchased Entity, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination with the Company or any Subsidiary Purchased Entity or (c) to furnish or cause to be furnished any information with respect to the Company or any Subsidiary a Purchased Entity to any Person (other than as contemplated by Section 4.29.02) who the CompanyStockholders, the Partners, any Purchased Entity or any such Affiliate (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of, or may be, of considering any Business Combination with the Company or any SubsidiaryPurchased Entity. If the Company Stockholders or the Partners, or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person (other than Investor Purchaser or any other Person referred to in Section 4.29.02) any offer, inquiry or informational request referred to above, the Company Stockholders or the Partners will promptly advise such Person, by written notice, of the terms of this Section 4.3 9.03 and will promptly, orally and in writing, advise Investor of all the terms Purchaser of such offer, inquiry or request (including the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to InvestorPurchaser.

No Solicitations. From the date hereof until the earlier of (ia) the Closing and (iib) May 31the termination of this Agreement pursuant to Article X hereof, 1998none of the Owners, neither the Company nor any Affiliate of Xxxxxxxxx or the Company will take, nor or will the Company permit any such Affiliate or Associate of any of them to take (nor will any Owner, Xxxxxxxxx, the Company or any such Affiliate or Associate of any of them authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf or any Owner, Xxxxxxxxx, the Company or any such Affiliate or Associate to take), directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (ai) to engage in any Business Combination or other transaction inconsistent with this Agreement with respect to Xxxxxxxxx or the Company or any SubsidiaryCompany, (bii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination or other transaction inconsistent with this Agreement with respect to Xxxxxxxxx or the Company or any Subsidiary Company, or (ciii) to furnish or cause to be furnished any information with respect to Xxxxxxxxx or the Company or any Subsidiary to any Person (other than as contemplated by Section 4.2) who any Owner, Xxxxxxxxx, the Company, or any such Affiliate or Associate of any of them (or any such Person acting for or on their behalfbehalf thereof) knows or has reason to believe is in the process of, or may be, considering any Business Combination with respect to Xxxxxxxxx or the Company or any SubsidiaryCompany. If any Owner, Xxxxxxxxx, the Company or any such Affiliate or Associate (or any such Person acting for or on their behalfbehalf thereof) receives from any Person (other than an Investor or any other Person referred to of its Representatives, in Section 4.2each case in its capacity as such) any offer, inquiry or informational request referred to abovein this Section 4.3, Xxxxxxxxx or the Company will promptly advise such Person, by written notice, of the terms of this Section 4.3 and will promptly, orally and in writing, advise each Investor of all the terms of such offer, inquiry or request (including the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to each Investor.

No Solicitations. From the date hereof until the earlier of (i) the Closing and (ii) May 31, 1998, neither the Company nor any Affiliate of the Company Sellers will not take, nor will it permit the Company permit any such Affiliate to take (nor will the Company Company, its Subsidiaries or any such Affiliate of Sellers (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Sellers, the Company Company, its Subsidiaries or any such Affiliate Affiliate) to take), directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination with respect to the Company or any Subsidiary, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination with the Company or any Subsidiary or (c) to furnish or cause to be furnished any information with respect to the Company or any Subsidiary to any Person (other than as contemplated by Section 4.24.03) who Sellers, the Company, any Subsidiary or any such Affiliate (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of, or may be, of considering any Business Combination with the Company or any Subsidiary. If Sellers, the Company Company, any Subsidiary or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person (other than Investor Purchaser or any other Person referred to in Section 4.24.03) any offer, inquiry or informational request referred to above, the Company Sellers will promptly advise such Person, by written notice, of the terms of this Section 4.3 4.03 and will promptly, orally and in writing, advise Investor of all the terms Purchaser of such offer, inquiry or request (including the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to InvestorPurchaser.

No Solicitations. (a) From the date hereof of this Agreement until the earlier of (i) termination of this Agreement or the Closing and (ii) May 31, 1998Closing, neither the Company Seller nor any Affiliate of the Company Parent will take, nor will the Company permit any such Affiliate to take (nor will the Company or any such Affiliate of Seller or Parent (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person Representative retained by or acting for or on behalf of Seller, Parent, the Company or any such Affiliate Affiliate) to take), directly or indirectly, any action to initiatesolicit, assistencourage, solicitreceive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination with respect to the Company or any Subsidiary, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, assist or otherwise attempt to consummate, any Business Combination with the Company or any Subsidiary or facilitate (c) to furnish or cause to be furnished any including by furnishing information with respect to the Company or permitting access to the Assets and Properties and Books and Records of the Company) any Subsidiary offer or inquiry or the making, submission or announcement of any proposal or offer that constitutes or is reasonably likely to any Person (other than as contemplated by Section 4.2) who lead to an Acquisition Proposal. If Seller, Parent, the Company, or any such Affiliate (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of, or may be, considering any Business Combination with the Company or any Subsidiary. If the Company or any such Affiliate (or any such Person acting for or on their behalf) Representative receives from any Person (other than Investor or any other Person referred to in Section 4.2) any offer, inquiry or informational request referred to above, the Company Seller and Parent will promptly advise such Person, by written notice, of the terms of this Section 4.3 4.04 and will promptlypromptly (and in any event within twenty-four (24) hours of such receipt), orally and in writing, advise Investor of all the terms Purchaser of such offer, inquiry or request (including the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to InvestorPurchaser. Seller, Parent, the Company or any such Affiliate or Representative immediately shall cease and cause to be terminated all existing discussions or negotiations with any such Person conducted heretofore with respect to an Acquisition Proposal and will cease any action to knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal.

No Solicitations. From the date hereof Effective Date until the earlier of (i) the Closing and (ii) May 31March 4, 1998, neither or the Company nor earlier termination of this Agreement, no Seller or any Affiliate of the Company will take, nor will the Company permit any such Affiliate to take (nor will the Company any Seller authorize or permit any such Affiliate or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf the Company of any Seller or any such Affiliate to take), ) directly or indirectly, any action to initiate, assist, solicit, receive, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination with respect to the Company or any Subsidiary, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination with the Company or any Subsidiary or (c) to furnish or cause to be furnished any information with respect to the Company or any Subsidiary to any Person (other than as contemplated by Section 4.26.1) who the Company, any Seller or any such Affiliate (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of, or may be, considering any Business Combination with the Company or any Subsidiary. If the Company any Seller or any such Affiliate (or any such Person acting for or on their behalf) receives from any Person (other than Investor Buyer or any other Person referred to in Section 4.26.1) any offer, inquiry or informational request referred to above, the Company such Seller will promptly advise such Person, by written notice, of the terms of this Section 4.3 6.8 and will promptly, orally and in writing, advise Investor Buyer of all the terms of such offer, inquiry or request (including including, without limitation, the identity of the Person making such offer, inquiry or request) and deliver a copy of such notice to InvestorBuyer.