Common use of Other Offers Clause in Contracts

Other Offers. Shareholder shall not (i) solicit, initiate or knowingly encourage or knowingly facilitate any Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to the consummation of any Acquisition Proposal, or (ii) enter into or otherwise participate in any discussions or negotiations regarding, or furnish any material non-public information relating to the Company or any Company Subsidiary in connection with an Acquisition Proposal; provided, however, that notwithstanding the foregoing, Shareholder may take any actions to the extent the Company is permitted to take such actions under Section 6.4(d) of the Merger Agreement and nothing herein shall limit or affect any action of Shareholder taken in such Shareholder’s capacity as an officer or director of the Company.

Other Offers. Shareholder Stockholder shall not (i) solicit, initiate or knowingly encourage or knowingly facilitate any Acquisition Takeover Proposal or the making of any proposal that would reasonably be expected to lead to the consummation of any Acquisition Takeover Proposal, or (ii) enter into or otherwise participate in any discussions or negotiations regarding, or furnish any material non-public information relating to the Company or any Company Subsidiary in connection with an Acquisition a Takeover Proposal; provided, however, that notwithstanding the foregoing, Shareholder Stockholder may take any actions to the extent the Company is permitted to take such actions under Section 6.4(d) 5.2 of the Merger Agreement and nothing herein shall limit or affect any action of Shareholder Stockholder taken in such ShareholderStockholder’s capacity as an officer or director of the Company.

Other Offers. Shareholder Stockholder shall not (i) solicit, initiate or knowingly encourage or knowingly facilitate any Acquisition Takeover Proposal or the making of any proposal that would reasonably be expected to lead to the consummation of any Acquisition Takeover Proposal, or (ii) enter into or otherwise participate in any discussions or negotiations regarding, or furnish any material non-public information relating to the Company or any Company Subsidiary in connection with an Acquisition a Takeover Proposal; provided, however, that notwithstanding the foregoing, Shareholder Stockholder may take any actions to the extent the Company is permitted to take such actions under Section 6.4(d5.2(b) of the Merger Agreement and nothing herein shall limit or affect any action of Shareholder taken in such Shareholder’s capacity as an officer or director of the CompanyAgreement.