Common use of Parent No Solicitation Clause in Contracts

Parent No Solicitation. (a) Solely prior to receipt of the Requisite Parent Vote, during the Interim Period Parent shall not, shall cause its Subsidiaries and its and their officers, employees and directors not to, and shall and shall use reasonable best efforts to cause the other Representatives of Parent not to, directly or indirectly (i) solicit, initiate, propose, induce or knowingly take any action to facilitate or encourage the submission of any Parent Takeover Proposal or the making of any proposal that would reasonably be expected to lead to any Parent Takeover Proposal; (ii) enter into, continue, conduct, engage or otherwise participate in in any discussions or negotiations with, disclose any non-public information relating to Parent or its Subsidiaries to, afford access to the business, properties, assets, books, or records of Parent or its Subsidiaries to, or knowingly assist, knowingly facilitate, or knowingly encourage the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a Parent Takeover Proposal; (iii) amend or grant any waiver or release under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of Parent or its Subsidiaries; (iv) enter into any agreement in principle, memorandum of understanding, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Parent Takeover Proposal (each, a “Parent Acquisition Agreement”); (v) submit any Parent Takeover Proposal to the vote of the stockholders of Parent; or (vi) approve, authorize, agree or publicly announce an intention to do any of the foregoing; provided, that notwithstanding that notwithstanding anything to the contrary in this Agreement, Parent or any of its Representatives may, in response to an inquiry or proposal from a Third Party, inform such Third Party of the restrictions imposed by the provisions of this Section 7.02. Parent shall, and shall cause its Subsidiaries to cease immediately and cause to be terminated, and shall not, shall cause its Subsidiaries and its and their officers, employees and directors not to, and shall and shall use reasonable best efforts to cause the other Representatives of Parent not to continue, any and all existing activities, discussions, or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Parent Takeover Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in possession of non-public information in respect of Parent and its Subsidiaries that was furnished by or on behalf of Parent or its Subsidiaries to return or destroy (and confirm destruction of) all such information and immediately terminate access by any Third Party to any physical or electronic data room relating to any potential Parent Takeover Proposal. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 7.02(a) by any Representative of Parent (solely for this purpose as if the restrictions on Parent set forth in this Section 7.02(a) applied directly to such Representatives) shall be deemed to constitute a breach of this Section 7.02(a) by Parent.

Parent No Solicitation. (a) Solely prior to receipt From the date hereof until the earlier of the Requisite Parent VoteEffective Time and the termination of this Agreement pursuant to Section 9.1, during the Interim Period except as otherwise set forth in this Section 7.19, Parent shall not, nor shall cause its it authorize or permit any of the Parent Subsidiaries and its and their officers, employees and directors not to, and shall and Parent shall use reasonable best efforts to cause the other its and its Subsidiaries’ respective Representatives of Parent not to, directly or indirectly (i) solicitinitiate or solicit or knowingly facilitate, initiate, propose, knowingly induce or knowingly take encourage any action to facilitate inquiry or encourage the submission of any Parent Takeover Proposal or the making of any proposal that would reasonably be expected to lead to any Parent Takeover Proposal; (ii) enter into, continue, conduct, engage or otherwise participate in in any discussions or negotiations with, disclose any non-public information relating to Parent or its Subsidiaries to, afford access to the business, properties, assets, books, or records of Parent or its Subsidiaries to, or knowingly assist, knowingly facilitate, or knowingly encourage the making of any proposal or offer that constitutes, or would reasonably be expected to result inlead to, a Parent Takeover Proposal; , (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Parent Takeover Proposal, (iii) amend submit to the stockholders of Parent for their approval or grant adoption any waiver Parent Takeover Proposal or release under(iv) agree or publicly announce an intention to take any of the foregoing actions. Except as otherwise set forth in Section 7.19(d), or fail to enforce, any standstill or similar agreement with respect to any class the Board of equity securities Directors of Parent or its Subsidiaries; (iv) any committee thereof shall not approve, declare advisable, adopt or recommend, or publicly propose to approve, declare advisable, adopt or recommend, or allow Parent or any Parent Subsidiary to execute or enter into into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, letter of intent, term sheetmerger agreement, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreementagreement or other agreement contemplating or otherwise in connection with, or other Contract relating that is intended to or would reasonably be expected to lead to, any Parent Takeover Proposal (each, other than confidentiality agreements permitted under Section 7.19(b)(i)) (a “Parent Alternative Acquisition Agreement”); (v) submit any Parent Takeover Proposal to the vote of the stockholders of Parent; or (vi) approve, authorize, agree or publicly announce an intention to do any of the foregoing; provided, that notwithstanding that notwithstanding anything to the contrary in this Agreement, Parent or any of its Representatives may, in response to an inquiry or proposal from a Third Party, inform such Third Party of the restrictions imposed by the provisions of this Section 7.02. Parent shall, and Parent shall cause its the Parent Subsidiaries to cease immediately and cause to be terminated, and shall not, shall cause its Subsidiaries and its and their officers, employees and directors not to, and shall and shall use reasonable best efforts to cause the other its and their respective Representatives of Parent not to, immediately cease and cause to continue, be terminated any and all existing activities, discussions, discussions or negotiations, if any, negotiations with any Third Party Persons or their Representatives conducted prior to the date hereof of this Agreement with respect to any Parent Takeover Proposal and shall use its reasonable best efforts will request the prompt return or destruction of any confidential information previously furnished to cause any such Third Party (or its agents or advisors) Persons in possession connection therewith and immediately terminate the access of non-public information in respect of Parent each such Person and its Subsidiaries that was furnished Representatives to any electronic data room maintained by or on behalf of Parent or its any of the Parent Subsidiaries. Neither Parent nor any of the Parent Subsidiaries shall modify, amend or terminate, or waive, release, fail to return enforce or destroy assign any provisions of, any confidentiality agreement (and confirm destruction ofother than any standstill provision therein) all such information and immediately terminate access by any Third Party to any physical or electronic data room which it is a party relating to any potential Parent Takeover ProposalProposal or any inquiry, offer or proposal in connection therewith and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement (other than any standstill provision therein). Without limiting the generality of the foregoing, it is understood that any breach violation of the restrictions set forth in this Section 7.02(a) 7.19 by any Representative of Parent (solely for this purpose as if or any of the restrictions on Parent set forth in this Section 7.02(a) applied directly to such Representatives) Subsidiaries shall be deemed to constitute be a breach of this Section 7.02(a) 7.19 by Parent.

Parent No Solicitation. (a) Solely prior to receipt Except as permitted by this Section 5.04, from the date hereof until the Effective Time, or, if earlier, the termination of the Requisite Parent Votethis Agreement in accordance with its terms, during the Interim Period Parent shall not, nor shall cause its Subsidiaries and its and their officers, employees and directors not it authorize or permit any Parent Subsidiary to, and nor shall and shall use reasonable best efforts to cause the other it authorize any Representatives of Parent not or any Parent Subsidiary to, directly or indirectly indirectly, (i) solicit, initiate, propose, induce knowingly encourage or knowingly take any other action to knowingly facilitate any inquiry, discussion, offer or encourage the submission of any Parent Takeover Proposal request that constitutes, or the making of any proposal that would could reasonably be expected to lead to, a Parent Takeover Proposal, (ii) enter into any agreement, letter of intent, memorandum of understanding or other similar instrument with respect to any Parent Takeover Proposal; Proposal (iiother than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.04) or (iii) enter into, continue, conduct, engage or otherwise participate in in any discussions or negotiations withregarding, disclose or furnish to any Person any non-public information relating to Parent or its Subsidiaries to, afford access to the business, properties, assets, books, or records of Parent or its Subsidiaries with respect to, or knowingly assistfor the purpose of encouraging or facilitating, knowingly facilitate, or knowingly encourage the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a Parent Takeover Proposal; (iii) amend or grant any waiver or release under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of Parent or its Subsidiaries; (iv) enter into any agreement in principle, memorandum of understanding, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Parent Takeover Proposal (each, a “Parent Acquisition Agreement”); (v) submit any Parent Takeover Proposal to the vote of the stockholders of Parent; or (vi) approve, authorize, agree or publicly announce an intention to do any of the foregoing; provided, that notwithstanding that notwithstanding anything to the contrary in this Agreement, Parent or any of its Representatives may, in response to an inquiry or proposal from a Third Party, inform such Third Party of the restrictions imposed by the provisions of this Section 7.02. Parent shall, shall cause the Parent Subsidiaries, and shall cause direct its Subsidiaries to Representatives to, immediately cease immediately and cause to be terminated, and shall not, shall cause its Subsidiaries and its and their officers, employees and directors not to, and shall and shall use reasonable best efforts to cause the other Representatives of Parent not to continue, any and terminated all existing activities, discussions, or negotiations, if any, discussions and negotiations with any Third Party Person conducted prior to the date hereof theretofore with respect to any Parent Takeover Proposal and shall use its reasonable best efforts to cause request that any such Third Party Person promptly return and/or destroy all confidential information concerning Parent and the Parent’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons. Notwithstanding anything in this Agreement to the contrary, prior to obtaining Parent Stockholder Approval, Parent and its Representatives may, in response to each (if any) Parent Takeover Proposal made after the date hereof that does not result from a material breach of this Section 5.04, (y) contact the Person making such Parent Takeover Proposal solely to clarify the terms and conditions thereof and (z) if the Parent Board determines in good faith, after consultation with outside legal counsel and independent financial advisors, that such Parent Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Parent Proposal, (1) provide access to or furnish information with respect to Parent and the Parent Subsidiaries to the Person making such Parent Takeover Proposal and its agents Representatives pursuant to an Acceptable Confidentiality Agreement; provided, that Parent will prior to or advisors) in possession of concurrently with the time such information is provided to such Person provide Parent with all non-public information in respect of regarding Parent and its Subsidiaries that was furnished by or on behalf of has not previously been provided to Parent or its Subsidiaries to return or destroy (and confirm destruction of) all such information and immediately terminate access by any Third Party that is provided to any physical or electronic data room relating to any potential Person making such Parent Takeover Proposal. Without limiting the generality of the foregoing; and (2) conduct, it is understood that any breach of the restrictions set forth engage or participate in this Section 7.02(a) by any Representative of discussions or negotiations with such Person and its Representatives making such Parent (solely for this purpose as if the restrictions on Parent set forth in this Section 7.02(a) applied directly to such Representatives) shall be deemed to constitute a breach of this Section 7.02(a) by ParentTakeover Proposal.

Parent No Solicitation. (a) Solely prior to receipt of the Requisite Parent Voteagrees that, during the Interim Period Parent Pre-Closing Period, it shall not, and shall not authorize any of its Representatives to (and it shall use its reasonable best effort to cause its Subsidiaries and its and their officers, employees and directors Representatives not to, and shall and shall use reasonable best efforts to cause the other Representatives of Parent not to), directly or indirectly indirectly: (i) solicit, initiate, proposeinitiate or knowingly encourage, induce or knowingly facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action to facilitate or encourage the submission of any Parent Takeover Proposal or the making of any proposal that would could reasonably be expected to lead to any Parent Takeover Proposalan Acquisition Proposal or Acquisition Inquiry; (ii) enter intofurnish any information regarding Parent to any Person for the purpose of encouraging, continueor in response to, conductan Acquisition Proposal or Acquisition Inquiry, engage provided that the foregoing clause (ii) shall not prohibit filings required by applicable securities Laws, including but not limited to Section 15(c) or 15(d) of the Exchange Act, or stock exchange rule, or otherwise participate in in any discussions or negotiations with, disclose any non-public information relating directing such person to Parent or its Subsidiaries to, afford access to the business, properties, assets, books, or records of Parent or its Subsidiaries to, or knowingly assist, knowingly facilitate, or knowingly encourage the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a Parent Takeover ProposalParent’s SEC filings; (iii) amend engage in discussions (other than to inform any Person of the existence of the provisions in this Section 5.3) or grant negotiations with any waiver or release under, or fail to enforce, any standstill or similar agreement Person with respect to any class of equity securities of Parent Acquisition Proposal or its SubsidiariesAcquisition Inquiry; (iv) enter into approve, endorse or recommend any agreement in principle, memorandum of understanding, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Parent Takeover Acquisition Proposal (each, a “Parent Acquisition Agreement”subject to Section 5.7); (v) submit execute or enter into any Parent Takeover Proposal letter of intent or any Contract contemplating or otherwise relating to the vote any Acquisition Transaction (other than a confidentiality agreement permitted under this Section 5.3(a)); (vi) publicly propose to do any of the stockholders of Parentforegoing; or (vivii) approveagree, authorizeresolve or commit (or, for the avoidance of doubt, Parent Board or any committee thereof to resolve, agree or publicly announce an intention commit) to do any of the foregoing; provided, that notwithstanding that however, that, notwithstanding anything to the contrary contained in this AgreementSection 5.3 and subject to compliance with this Section 5.3, prior to obtaining the Required Parent Stockholder Vote, Parent may furnish non-public information regarding Parent to, and enter into discussions or negotiations with, any Person in response to an unsolicited bona fide written Acquisition Proposal by such Person, which the Parent Board determines in good faith, after consultation with Parent’s outside financial advisors and outside legal counsel, constitutes, or would be reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither Parent nor any of its Representatives mayshall have materially breached this Section 5.3, (B) the Parent Board concludes in good faith based on the advice of outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with the fiduciary duties of the Parent Board under applicable Law; (C) Parent receives from such Person an executed confidentiality agreement containing provisions, in response the aggregate, at least as favorable to an inquiry or proposal from a Third Party, inform such Third Party of Parent as those contained in the restrictions imposed by the provisions of this Section 7.02. Parent shall, Confidentiality Agreement; and shall cause its Subsidiaries to cease immediately and cause to be terminated, and shall not, shall cause its Subsidiaries and its and their officers, employees and directors not to, and shall and shall use reasonable best efforts to cause the other Representatives of Parent not to continue, any and all existing activities, discussions, or negotiations, if any, (D) substantially contemporaneously with any Third Party conducted prior to the date hereof with respect to any Parent Takeover Proposal and shall use its reasonable best efforts to cause furnishing any such Third Party (or its agents or advisors) in possession of non-public information in respect of to such Person, Parent and its Subsidiaries that was furnishes such non-public information to the Company (to the extent such information has not been previously furnished by or on behalf of Parent or its Subsidiaries to return or destroy (and confirm destruction of) all such information and immediately terminate access by any Third Party to any physical or electronic data room relating to any potential Parent Takeover Proposalthe Company). Without limiting the generality of the foregoing, it is understood that any breach of Xxxxxx acknowledges and agrees that, in the restrictions set forth in this Section 7.02(a) by event any Representative of Parent (solely for this purpose as whether or not such Representative is purporting to act on behalf of Parent) takes any action that, if the restrictions on Parent set forth in taken by Xxxxxx, would constitute a breach of this Section 7.02(a) applied directly to 5.3, the taking of such Representatives) action by such Representative shall be deemed to constitute a breach of this Section 7.02(a) 5.3 by ParentParent for purposes of this Agreement.