Common use of Prohibition on Soliciting Activities Clause in Contracts

Prohibition on Soliciting Activities. Except as permitted by this Section 5.03, beginning on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, the Company and the Company Subsidiaries: (i) (A) shall immediately cease and cause to be terminated, and the Company shall instruct its Representatives to terminate, any solicitation, encouragement, discussions or negotiations with any Person or its Representatives (other than Parent and Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any Company Takeover Proposal and (B) shall terminate any Person’s (other than the Company, Parent and Merger Sub and their respective Representatives) access to any physical or electronic data rooms containing the Company’s or any Company Subsidiaries’ material non-public information; and (ii) shall not, and the Company shall cause its and its Subsidiaries’ respective officers, directors and employees, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly (A) initiate, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to a Company Takeover Proposal, (B) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in or knowingly facilitate or encourage efforts by, any Person or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, (C) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or similar anti-takeover Law, or any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company By-laws, inapplicable to any transactions contemplated by a Company Takeover Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any Person other than Parent and Merger Sub under any such provisions) or (D) resolve, propose or agree to do any of the foregoing. The parties agree that for all purposes of this Agreement any violation of the provisions of this Section 5.03(b) by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 5.03(b) by the Company. No later than one (1) Business Day after the date of this Agreement, the Company shall, to the extent it had not previously done so, deliver a request to each Person who executed a confidentiality or similar agreement with the Company prior to the date of this Agreement in connection with considering or making a Company Takeover Proposal (other than any such Person that the Company is permitted to continue discussions or negotiations with pursuant to Section 5.03(c)) to promptly return or destroy any non-public information previously furnished or made available to such Person or any of its Representatives on behalf of the Company or any of its Representatives.

Prohibition on Soliciting Activities. Except as permitted by this Section 5.035.02, beginning on the date of this Agreement No-Shop Period Start Date (or, with respect to an Excluded Party, the Cut-Off Time) until the earlier of the Effective Time and the termination of this Agreement, the Company and the Company Subsidiaries: (i) (A) shall immediately cease and cause to be terminated, and the Company shall instruct its Representatives to terminate, any solicitation, encouragement, discussions or negotiations with any Person or its Representatives (other than Parent and Merger Sub and their Representatives) conducted prior to the date of this Agreement No-Shop Period Start Date with respect to any Company Takeover Proposal and (B) shall terminate any Person’s (other than the Company, Parent and Merger Sub and their respective Representatives) access to any physical or electronic data rooms containing the Company’s or any Company Subsidiaries’ material non-public information; and (ii) shall not, and the Company shall cause its and its Subsidiaries’ respective officers, directors and employees, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly (A) initiate, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to a Company Takeover Proposal, (B) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in or knowingly facilitate or encourage efforts by, any Person or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, (C) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or similar anti-takeover Law, or any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company By-lawsLaws, inapplicable to any transactions contemplated by a Company Takeover Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any Person other than Parent and Merger Sub under any such provisions) or (D) resolve, propose or agree to do any of the foregoing. The parties agree that for all purposes of this Agreement any violation of the provisions of this Section 5.03(b5.02(b) by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 5.03(b5.02(b) by the Company. No later than one (1) Business Day after the date of this AgreementNo-Shop Period Start Date, the Company shall, to the extent it had not previously done so, deliver a request to each Person who executed a confidentiality or similar agreement with the Company prior to the date of this Agreement No-Shop Period Start Date in connection with considering or making a Company Takeover Proposal (other than any such Person that the Company is permitted to continue discussions or negotiations with pursuant to Section 5.03(c5.02(c)) to promptly return or destroy any non-public information previously furnished or made available to such Person or any of its Representatives on behalf of the Company or any of its Representatives. Notwithstanding the foregoing, the Company may continue to take any of the actions described in the foregoing clause (ii) with respect to any Excluded Party (for so long as such Person or group of Persons remains an Excluded Party) from and after the No-Shop Period Start Date.

Prohibition on Soliciting Activities. Except as expressly permitted by this Section 5.034.3, beginning on the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, the Company and the Company Subsidiaries: (i) (A) shall immediately cease and cause to be terminatedParent will not, nor will it authorize or permit any of its Representatives or permit any of its controlled Affiliates or any of their Representatives to, and the Company shall Parent will instruct its Representatives to terminate, any solicitation, encouragement, discussions or negotiations with any Person or its Representatives (other than Parent and Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any Company Takeover Proposal and (B) shall terminate any Person’s (other than the Company, Parent and Merger Sub and their respective Representatives) access to any physical or electronic data rooms containing the Company’s or any Company Subsidiaries’ material non-public information; and (ii) shall not, and the Company shall cause its and its Subsidiaries’ respective officers, directors and employees, and shall use its commercially reasonable best efforts to cause each of its and its Subsidiaries’ other Representatives not to, directly or indirectly indirectly, (Ai) initiatesolicit, solicit initiate or knowingly encourage or facilitate (including by means of furnishing any information regarding Parent or encourage its Subsidiaries) any inquiry inquiries regarding, or the making making, announcement or submission of, any expression of any interest, proposal or offer that constitutes or would reasonably be expected to lead to a Company Takeover Proposal, (B) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in or knowingly facilitate or encourage efforts by, any Person or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, a Company Takeover Parent Alternative Proposal, (Cii) enter into any Contract (whether binding, non-binding, conditional or otherwise) with respect to any Parent Alternative Proposal, (iii) other than with respect to the Company and its Subsidiaries and the Confidentiality Agreement, fail to enforce, release any Person from or waive or render inapplicable, the provisions of any confidentiality, standstill or other similar Contract currently in effect to which Parent or any of its Subsidiaries is a party with respect to a Parent Alternative Proposal, (iv) “opt out” of or waive, or take any action to make render inapplicable to any Person (other than the Company and its Subsidiaries) or any Parent Alternative Proposal, the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or similar antiAnti-takeover LawTakeover Laws, or (v) engage in, continue or participate in any restrictive provision of any applicable anti-takeover provision in the Company Charter discussions or Company By-laws, inapplicable to any transactions contemplated by a Company Takeover Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to negotiations with any Person other than Parent and Merger Sub under any (except solely to notify such provisions) or (D) resolve, propose or agree to do any Person of the foregoing. The parties agree that for all purposes of this Agreement any violation existence of the provisions of this Section 5.03(b) by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 5.03(b) by the Company. No later than one (1) Business Day after the date of this Agreement, the Company shall4.3 and, to the extent it had not previously done sonecessary, deliver a request to each Person who executed a confidentiality obtain clarification of the terms of any such expression of interest, proposal or similar agreement offer), with the Company prior respect to any such expression of interest, proposal or offer, or (vi) provide any nonpublic information or access to the date business, properties, assets, liabilities, books or records of this Agreement in connection with considering or making a Company Takeover Proposal (other than any such Person that the Company is permitted to continue discussions or negotiations with pursuant to Section 5.03(c)) to promptly return or destroy any non-public information previously furnished or made available to such Person Parent or any of its Representatives on behalf of the Company Subsidiaries to any Person (or any Representative of any Person) who has made, has informed Parent of any intention to make, or has publicly announced an intention to make, any proposal or offer that constitutes, or could reasonably be expected to lead to, any Parent Alternative Proposal. Parent will be responsible for any action or inaction taken by its Representativesor its controlled Affiliates’ Representatives relating to any matters contemplated by this Section 4.3(b).

Prohibition on Soliciting Activities. Except as expressly permitted by this Section 5.033.10, beginning on from the date of this Agreement hereof until the earlier of the Effective Time and Closing or the termination of this AgreementAgreement in accordance with Section 4.2 (the “Non-Solicitation Period”), the Company and the Company Subsidiaries: (i) (A) shall immediately cease and cause to be terminated, and the Company shall instruct its Representatives to terminate, any solicitation, encouragement, discussions or negotiations with any Person or its Representatives (other than Parent and Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any Company Takeover Proposal and (B) shall terminate any Person’s (other than the Company, Parent and Merger Sub and their respective Representatives) access to any physical or electronic data rooms containing the Company’s or any Company Subsidiaries’ material non-public information; and (ii) shall not, and the Company shall cause not authorize any of its and Subsidiaries or any of its Subsidiaries’ or their respective officers, directors and employees, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly indirectly, (A1) solicit, initiate, solicit or knowingly facilitate facilitate, encourage or encourage induce (including by means of furnishing any inquiry Company information or responding to any communication), any inquiries or the making making, announcement or submission to the Company of any proposal or offer that constitutes constitutes, or would could reasonably be expected to lead to a Company Takeover any Acquisition Proposal, (B2) engage in, enter into, engage, continue or otherwise participate in any discussions (except to notify a Person of the existence of the provisions of this Section 3.10 after the Proposed Transaction has been publicly announced) or negotiations with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate in or knowingly facilitate or encourage efforts any effort by, any Person or groups of Persons (or Representatives of Personsother than the Purchaser and its Affiliates) that have has made, are seeking to make, have has informed the Company of an any intention to make, or have has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, a Company Takeover any Acquisition Proposal, (C) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or similar anti-takeover Law, or any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company By-laws, inapplicable to any transactions contemplated by a Company Takeover Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any Person other than Parent and Merger Sub under any such provisions) or (D3) resolve, propose or agree to do enter into any of Definitive Transaction Agreement (as defined below). Without limiting the foregoing. The parties agree , it is agreed that for all purposes of this Agreement any violation of the provisions of this Section 5.03(b) restrictions set forth in the preceding sentence by any Representative of the Company or any of the Company its Subsidiaries or their respective Representatives shall be deemed to be a breach of this Section 5.03(b) 3.10 by the Company. No later than one (1) Business Day after the date of this Agreement, the Company shall, to the extent it had not previously done so, deliver a request to each Person who executed a confidentiality or similar agreement with the Company prior to the date of this Agreement in connection with considering or making a Company Takeover Proposal (other than any such Person that the Company is permitted to continue discussions or negotiations with pursuant to Section 5.03(c)) to promptly return or destroy any non-public information previously furnished or made available to such Person or any of its Representatives on behalf of the Company or any of its Representatives.

Prohibition on Soliciting Activities. Except as expressly permitted by this Section 5.034.2, beginning on the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, the Company and the Company Subsidiaries: (i) (A) shall immediately cease and cause to be terminatedwill not, nor will it authorize or permit any of its Representatives or permit any of its controlled Affiliates or any of their Representatives to, and the Company shall will instruct its Representatives to terminate, any solicitation, encouragement, discussions or negotiations with any Person or its Representatives (other than Parent and Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any Company Takeover Proposal and (B) shall terminate any Person’s (other than the Company, Parent and Merger Sub and their respective Representatives) access to any physical or electronic data rooms containing the Company’s or any Company Subsidiaries’ material non-public information; and (ii) shall not, and the Company shall cause its and its Subsidiaries’ respective officers, directors and employees, and shall use its commercially reasonable best efforts to cause each of its and its Subsidiaries’ other Representatives not to, directly or indirectly indirectly, (Ai) initiatesolicit, solicit initiate or knowingly encourage or facilitate (including by means of furnishing any information regarding the Company or encourage its Subsidiaries) any inquiry inquiries regarding, or the making making, announcement or submission of, any expression of any interest, proposal or offer that constitutes or would reasonably be expected to lead to a Company Takeover Proposal, (B) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in or knowingly facilitate or encourage efforts by, any Person or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, a Company Takeover Alternative Proposal, (Cii) enter into any Contract (whether binding, non-binding, conditional or otherwise) with respect to any Company Alternative Proposal, (iii) other than with respect to Parent and its Subsidiaries and the Confidentiality Agreement, fail to enforce, release any Person from or waive or render inapplicable, the provisions of any confidentiality, standstill or other similar Contract currently in effect to which the Company or any of its Subsidiaries is a party with respect to a Company Alternative Proposal, (iv) “opt out” of or waive, or take any action to make render inapplicable to any Person (other than Parent and its Subsidiaries) or any Company Alternative Proposal, the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or similar antiAnti-takeover LawTakeover Laws, or (v) engage in, continue or participate in any restrictive provision of any applicable anti-takeover provision in the Company Charter discussions or Company By-laws, inapplicable to any transactions contemplated by a Company Takeover Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to negotiations with any Person other than Parent and Merger Sub under any (except solely to notify such provisions) or (D) resolve, propose or agree to do any Person of the foregoing. The parties agree that for all purposes of this Agreement any violation existence of the provisions of this Section 5.03(b) by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 5.03(b) by the Company. No later than one (1) Business Day after the date of this Agreement, the Company shall4.2 and, to the extent it had not previously done sonecessary, deliver a request to each Person who executed a confidentiality obtain clarification of the terms of any such expression of interest, proposal or similar agreement offer), with the Company prior respect to any such expression of interest, proposal or offer, or (vi) provide any nonpublic information or access to the date of this Agreement in connection with considering business, properties, assets, liabilities, books or making a Company Takeover Proposal (other than any such Person that the Company is permitted to continue discussions or negotiations with pursuant to Section 5.03(c)) to promptly return or destroy any non-public information previously furnished or made available to such Person or any of its Representatives on behalf records of the Company or any of its RepresentativesSubsidiaries to any Person (or any Representative of any Person) who has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal or offer that constitutes, or could reasonably be expected to lead to, any Company Alternative Proposal. The Company will be responsible for any action or inaction taken by its or its controlled Affiliates’ Representatives relating to any matters contemplated by this Section 4.2(b).

Prohibition on Soliciting Activities. Except as expressly permitted by this Section 5.035.02, beginning on from the date of this Agreement hereof until the earlier of the Effective Time and the termination of this AgreementAgreement in accordance with Article VIII, the Company and the Company Subsidiaries: (i) (A) shall immediately cease and cause to be terminatednot, nor shall it authorize any of its Representatives or permit any of its controlled Affiliates to, and the Company shall instruct each of its Representatives not to, on behalf of the Company, directly or indirectly, (i) solicit, initiate, or knowingly encourage or facilitate any inquiries or the making, announcement or submission to terminatethe Company of any expression of interest, proposal or offer that constitutes, or reasonably would be expected to lead to, any solicitationCompany Takeover Proposal, encouragement(ii) enter into any agreement (whether binding, discussions non-binding, conditional or negotiations with any Person or its Representatives (other than Parent and Merger Sub and their Representativesotherwise) conducted prior to the date of this Agreement with respect to any Company Takeover Proposal and (B) shall terminate any Person’s (other than an Acceptable Confidentiality Agreement entered into in compliance with Section 5.02(c)), (iii) other than with respect to Parent, Merger Sub, the Confidentiality Agreement and the Standstill Agreements, fail to enforce, release any Person from, terminate or waive or render inapplicable, or amend in any manner less favorable to the Company, Parent and Merger Sub and their respective Representatives) access the provisions of any confidentiality, standstill or other similar agreement currently in effect to any physical or electronic data rooms containing which the Company’s Company or any Company Subsidiaries’ material non-public information; and (ii) shall not, and of the Company shall cause its and its Subsidiaries’ respective officersSubsidiaries is a party, directors and employees, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly (A) initiate, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead with respect to a Company Takeover Proposal, (Biv) “opt out” of, waive or amend, or take any action to render inapplicable to any Person (other than Parent and Merger Sub) or to any Company Takeover Proposal (other than the Merger and the other Transactions), the provisions of any Anti-Takeover Laws or of Article XII of the Company Charter, or (v) engage in, enter intocontinue, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public Company information (whether orally or in writing) or access to the business, properties, assets, liabilities, books or records of the Company or any Company Subsidiary to, or otherwise knowingly cooperate with, assist, or participate in or knowingly facilitate or encourage efforts any effort by, any Person or groups of Persons (or Representatives any Representative of Personsany Person) that have has made, are is seeking to make, have has informed the Company or any of an its controlled Affiliates of any intention to make, or have has publicly announced an intention to make, any proposal that constitutes, or could reasonably would be expected to lead to, a any Company Takeover Proposal, (C) take . The Company shall be responsible for any action or inaction taken or omitted to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” be taken by its or similar anti-takeover Law, or any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company By-laws, inapplicable to any transactions contemplated by a Company Takeover Proposal (andits controlled Affiliates’ Representatives, to the extent permitted thereunderacting on its or their behalf or at its or their direction, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted relating to any Person other than Parent and Merger Sub under any such provisions) or (D) resolve, propose or agree to do any of the foregoing. The parties agree that for all purposes of this Agreement any violation of the provisions of matters contemplated by this Section 5.03(b) by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 5.03(b) by the Company. No later than one (1) Business Day after the date of this Agreement, the Company shall, to the extent it had not previously done so, deliver a request to each Person who executed a confidentiality or similar agreement with the Company prior to the date of this Agreement in connection with considering or making a Company Takeover Proposal (other than any such Person that the Company is permitted to continue discussions or negotiations with pursuant to Section 5.03(c5.02(b)) to promptly return or destroy any non-public information previously furnished or made available to such Person or any of its Representatives on behalf of the Company or any of its Representatives.

Prohibition on Soliciting Activities. Except as expressly permitted by this Section 5.034(k), beginning on from the date of this Agreement hereof until the earlier of the Effective Time and Closing or the termination of this AgreementAgreement in accordance with Section 8 (the “Non-Solicitation Period”), the Company and the Company Subsidiaries: (i) (A) shall immediately cease and cause to be terminated, and the Company shall instruct its Representatives to terminate, any solicitation, encouragement, discussions or negotiations with any Person or its Representatives (other than Parent and Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any Company Takeover Proposal and (B) shall terminate any Person’s (other than the Company, Parent and Merger Sub and their respective Representatives) access to any physical or electronic data rooms containing the Company’s or any Company Subsidiaries’ material non-public information; and (ii) shall not, and the Company shall cause not authorize any of its and Subsidiaries or any of its Subsidiaries’ or their respective officers, directors and employees, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly indirectly, (A1) solicit, initiate, solicit induce, knowingly facilitate, or knowingly facilitate encourage (including by means of furnishing any Company information or encourage responding to any inquiry communication), any inquiries or the making making, announcement or submission to the Company of any proposal or offer that constitutes constitutes, or would could reasonably be expected to lead to a Company Takeover any Acquisition Proposal, (B2) engage in, enter into, engage, continue or otherwise participate in any discussions or negotiations with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate in or knowingly facilitate or encourage efforts any effort by, any Person or groups of Persons (or Representatives of Personsother than the Buyer and its Affiliates) that have has made, are seeking to make, have has informed the Company of an any intention to make, or have has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, a Company Takeover any Acquisition Proposal, (C) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or similar anti-takeover Law, or any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company By-laws, inapplicable to any transactions contemplated by a Company Takeover Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any Person other than Parent and Merger Sub under any such provisions) or (D3) resolve, propose or agree to do enter into any of Definitive Transaction Agreement (as defined below). Without limiting the foregoing. The parties agree , it is agreed that for all purposes of this Agreement any violation of the provisions of this Section 5.03(b) restrictions set forth in the preceding sentence by any Representative of the Company or any of the Company its Subsidiaries or their respective Representatives shall be deemed to be a breach of this Section 5.03(b4(k) by the Company. No later than one (1) Business Day after the date of this Agreement, the Company shall, to the extent it had not previously done so, deliver a request to each Person who executed a confidentiality or similar agreement with the Company prior to the date of this Agreement in connection with considering or making a Company Takeover Proposal (other than any such Person that the Company is permitted to continue discussions or negotiations with pursuant to Section 5.03(c)) to promptly return or destroy any non-public information previously furnished or made available to such Person or any of its Representatives on behalf of the Company or any of its Representatives.

Prohibition on Soliciting Activities. Except as permitted by this Section 5.035.02, beginning on the date of this Agreement No-Shop Period Start Date (or, with respect to an Excluded Party, the Cut-Off Time) until the earlier of the Effective Time and the termination of this Agreement, the Company and the Company Subsidiaries: (i) i. (A) shall immediately cease and cause to be terminated, and the Company shall instruct its Representatives to terminate, any solicitation, encouragement, discussions or negotiations with any Person or its Representatives (other than Parent and Merger Sub and their Representatives) conducted prior to the date of this Agreement No-Shop Period Start Date with respect to any Company Takeover Proposal and (B) shall terminate any Person’s (other than the Company, Parent and Merger Sub and their respective Representatives) access to any physical or electronic data rooms containing the Company’s or any Company Subsidiaries’ material non-public information; and (ii) . shall not, and the Company shall cause its and its Subsidiaries’ respective officers, directors and employees, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly (A) initiate, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to a Company Takeover Proposal, (B) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in or knowingly facilitate or encourage efforts by, any Person or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, (C) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or similar anti-takeover Law, or any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company By-lawsLaws, inapplicable to any transactions contemplated by a Company Takeover Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any Person other than Parent and Merger Sub under any such provisions) or (D) resolve, propose or agree to do any of the foregoing. The parties agree that for all purposes of this Agreement any violation of the provisions of this Section 5.03(b5.02(b) by any Representative of the Company or any of the Company Subsidiaries shall be deemed to be a breach of this Section 5.03(b5.02(b) by the Company. No later than one (1) Business Day after the date of this AgreementNo-Shop Period Start Date, the Company shall, to the extent it had not previously done so, deliver a request to each Person who executed a confidentiality or similar agreement with the Company prior to the date of this Agreement No-Shop Period Start Date in connection with considering or making a Company Takeover Proposal (other than any such Person that the Company is permitted to continue discussions or negotiations with pursuant to Section 5.03(c5.02(c)) to promptly return or destroy any non-public information previously furnished or made available to such Person or any of its Representatives on behalf of the Company or any of its Representatives. Notwithstanding the foregoing, the Company may continue to take any of the actions described in the foregoing clause (ii) with respect to any Excluded Party (for so long as such Person or group of Persons remains an Excluded Party) from and after the No-Shop Period Start Date.