Common use of Other Offers Clause in Contracts

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making of any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal; (ii) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, any Acquisition Proposal; or (iii) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making of any inquiry, offer or proposal that would could reasonably be expected to lead to any Acquisition Proposal; (ii) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, any Acquisition Proposal; or (iii) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02

Other Offers. Neither During the Support Period, neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making of any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal; (ii) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, any Acquisition Proposal; or (iii) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.026.02

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shallShareholder shall not engage, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, Shareholder authorize or permit any investment banker, attorney, accountant or other representative or agent (collectively, the “Shareholder Representatives”) of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder Shareholder to instruct, each such Representative not toengage, directly or indirectly, take in any of the following actions: (i) solicitinitiate, initiate solicit or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making of any inquiry, offer or proposal that would reasonably be expected to lead to any a Company Acquisition Proposal; (ii) conduct or engage in furnish to any discussions or negotiations withPerson (other than the Investors and Infiniti, disclose Audi and their respective affiliates and representatives) any non-public information relating to the Company or any of its Subsidiaries toSubsidiaries, or afford to any Person (other than Infiniti, Audi, the Investors and their respective affiliates and representatives) access to the business, properties, assetsbooks, books records or records other non-public information of the Company or any of its Subsidiaries to or otherwise cooperate Subsidiaries, in any way withsuch case, with the intent to induce the making, submission or announcement of, or knowingly assistthe intent to encourage, a Company Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to a Company Acquisition Proposal; (iii) participate in, facilitate or encourage engage in discussions or negotiations with any effort by, any Third Party that is seeking Person with respect to make, or has made, any a Company Acquisition Proposal; or (iiiiv) resolveenter into or accept any letter of intent, propose memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or agree other similar document or agreement relating to do any of the foregoinga Company Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary Affiliate of Stockholder Shareholder or Representatives of Stockholder by a Shareholder Representative or any of its Subsidiaries Affiliates shall be deemed to be a breach of this Section 5.022(d) by Shareholder. For the avoidance of doubt, nothing in this Section 2(d) shall limit or affect any actions or omissions taken by Shareholder in its capacity as a director or officer of the Company and no such actions or omissions shall be deemed a breach of this Section 2(d).

Other Offers. Neither Stockholder and its subsidiaries (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor ) shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives tonot, and Stockholder shall instructuse their reasonable best efforts to cause their officers, and cause each applicable Subsidiary of Stockholder to instructdirectors, each such Representative employees or other agents not to, directly or indirectly, take any during the term of the following actions: this Agreement, (i) solicit, initiate or knowingly take any action to facilitate solicit or encourage the submission of initiate any Acquisition Proposal or the making of any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal; (ii) conduct or engage in any discussions or negotiations with, or disclose any non-public nonpublic information relating to the Company or any of its Subsidiaries to, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party Person that is seeking to makemay be considering making, or has made, any an Acquisition Proposal or has agreed to endorse an Acquisition Proposal; . Stockholder will promptly notify Parent after receipt of an Acquisition Proposal or (iii) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood indication that any violation of Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person that may be considering making, or has made, an Acquisition Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal, indication or request; provided, however, that nothing in this Section 4.02 shall be deemed to be a breach prohibit any of this the Company’s officers, directors, employees or other agents from taking any action on behalf of the Company that is expressly permitted by Section 5.026.03 of the Merger Agreement.

Other Offers. Neither During the Voting Period, the Stockholder (in Stockholder’s capacity as such)and its Affiliates shall not, nor any of Stockholder’s Subsidiaries, if any, shall, nor and the Stockholder shall Stockholder or any of Stockholder’s Subsidiaries, if any, not authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) initiate, solicit, initiate facilitate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making or submission thereof or the making of any inquiry, offer or proposal that would could reasonably be expected to lead to any Acquisition Proposal; , (ii) conduct participate or engage in any discussions negotiations regarding, or negotiations with, disclose furnish any third party any non-public information relating to the Company or any its Subsidiaries, in connection with or with a view to induce the making, submission or announcement of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company an Acquisition Proposal or any of its Subsidiaries inquiries or proposals that could reasonably be expected to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking lead to make, or has made, any an Acquisition Proposal; , or (iii) resolveadopt or approve any Acquisition Proposal or enter into any agreement or arrangement (including any letter of intent or agreement in principal) with respect to an Acquisition Proposal; provided, propose or agree to do any however, that none of the foregoingforegoing restrictions shall apply to the Stockholder’s or its Representatives’ interactions with Purchaser and its Subsidiaries and Representatives. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of a Stockholder or any of its Subsidiaries who are acting at such Stockholder’s direction shall be deemed to be a breach of this Section 5.023.3

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate initiate, or knowingly take any action to facilitate or encourage the submission of of, any Acquisition Takeover Proposal or the making of any inquiry, proposal, offer or proposal indication of interest that would reasonably be expected to lead to any Acquisition a Takeover Proposal; (ii) conduct participate or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party third party that is seeking to make, or has made, any Acquisition Takeover Proposal; or (iii) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.024.02

Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or the making of any inquiry, offer or proposal that would could reasonably be expected to lead to any Acquisition Proposal; (ii) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party Person that is seeking to make, or has made, any Acquisition Proposal; or (iii) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02