Common use of Unsolicited Proposals Clause in Contracts

Unsolicited Proposals. (a) Except as permitted by this Section 6.02, from the date of this Agreement until the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not authorize or permit and shall direct its Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a Third Party that was not solicited in violation of this Section 6.02, informing such Third Party of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, or records of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action by, any Third Party in connection with or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or (iv) approve, authorize, resolve or agree (or publicly propose to approve, authorize, resolve or agree) to do any of the

Unsolicited Proposals. (a) Except Subject to SECTION 5.3(b) and SECTION 5.3(c) and except as expressly permitted by this Section 6.02SECTION 5.2, from the date of this Agreement until the Offer Acceptance earlier to occur of the Effective Time or, if earlier, or the termination of this Agreement in accordance with its termsARTICLE VII, the Company shall not, and the Company shall cause its Subsidiaries not authorize or permit to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of encourage any Acquisition Proposal inquiries, proposals or any inquiryoffers that constitute, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a Third Party that was not solicited in violation of this Section 6.02, informing such Third Party of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in any discussions or negotiations or discussions with, or furnish with any non-public information concerning the Company, afford access to the business, properties, assets, books, or records of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action by, any Third Party in connection with or for the purpose of knowingly encouraging or knowingly facilitating third party regarding an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party information or provide to any third party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, authorizesupport, adopt or recommend any Acquisition Proposal, or (v) resolve or agree (or publicly propose to approve, authorize, resolve or agree) to do any of thethe foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality Agreement. It is agreed that (1) any violation of the restrictions set forth in this SECTION 5.2(a) by any officer, director or employee of the Company or any of its Subsidiaries shall constitute a breach of this SECTION 5.2 by the Company and (2) any inquiry, proposal or offer that results from any material violation of the foregoing restrictions by any Representative of the Company or any of its Subsidiaries (other than such Representatives included in the foregoing clause (1)) shall be deemed to be not in compliance with this SECTION 5.2.

Unsolicited Proposals. (a) Except as expressly permitted by this Section 6.02, from the date of this Agreement until the consummation of the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall will not, and shall not authorize or permit cause its Affiliates and shall direct its and their respective Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a informing Third Party that was not solicited in violation of this Section 6.02, informing such Third Party Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, Company or records any of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action bySubsidiaries to, any Third Party in connection with or for the purpose of knowingly encouraging or knowingly facilitating relating to an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, Proposal or (iii) recommendresolve or agree to do any of the foregoing. Promptly following the execution of this Agreement, approvethe Company shall (A) cease and cause to be terminated all existing discussions or negotiations of the Company, authorize or enter into its Affiliates and its and their Representatives with any letter of intent, acquisition agreement, agreement in principle or similar agreement Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry or proposal or offer that could reasonably be expected to lead to to, or result in, an Acquisition Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction, (C) request the prompt return or destruction of any confidential information provided to any Third Party in the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any potential Acquisition Transaction (provided that the Company shall be permitted to grant waivers of, and not enforce, any standstill provision to the extent that such provision would otherwise prohibit the counterparty thereto from making a confidential Acquisition Proposal directly to the Company Board for a negotiated Acquisition Transaction in accordance with the terms of this Section 6.02). It is agreed that any violation of the restrictions set forth in this Section 6.02(a) by any Representative of the Company or (iv) approve, authorize, resolve or agree (or publicly propose to approve, authorize, resolve or agree) to do any of theits Affiliates shall constitute a breach of this Section 6.02(a) by the Company.

Unsolicited Proposals. (a) Except as expressly permitted by this Section 6.02, from the date of this Agreement until the consummation of the Offer Acceptance Time (including the payment for all Shares and Preferred Shares validly tendered and not withdrawn pursuant to the Offer) or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not authorize or permit cause the Company Subsidiaries and shall direct its the Company’s Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a informing Third Party that was not solicited in violation of this Section 6.02, informing such Third Party Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, Company or records any of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action bySubsidiaries to, any Third Party who has made, or in connection with or for the purpose of knowingly encouraging or knowingly facilitating response to, an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, Proposal or (iii) recommendresolve or agree to do any of the foregoing. Promptly following the execution and delivery of this Agreement on the date hereof, approvethe Company shall (A) cease and cause to be terminated all existing discussions or negotiations of the Company, authorize or enter into its Affiliates and its and their Representatives with any letter of intent, acquisition agreement, agreement in principle or similar agreement Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry or proposal or offer that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (B) terminate access by any Third Party to the Data Room or any physical or other electronic data room relating to any potential Acquisition Transaction and (C) request the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction. It is agreed that any violation of the restrictions set forth in this Section 6.02(a) by any Representative of the Company or any of its Affiliates shall constitute a breach of this Section 6.02(a) by the Company. Notwithstanding anything herein to the contrary, the Company shall be permitted to grant waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal solely (x) in order to permit the counterparty thereto to make a non-public Acquisition Proposal or (iv) approve, authorize, resolve or agree (or publicly propose to approve, authorize, resolve or agreey) to the extent the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that failure to do any of theso would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under Applicable Law.

Unsolicited Proposals. (a) Except Subject to Section 6.03(b) and Section 6.03(c) and except as permitted by this Section 6.02, from the date of this Agreement hereof until the Offer Acceptance earlier to occur of the Effective Time or, if earlier, or the termination of this Agreement pursuant to and in accordance with its terms, Section 8.01: (i) the Company shall not, and nor shall not the Company permit any of its Subsidiaries to, nor shall the Company authorize or knowingly permit any of its Representatives or any of its Subsidiary’s Representatives to (and it shall direct its such Representatives not to), directly or indirectly (iother than with respect to Parent and Merger Sub), (A) solicit, initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making encourage any inquiries (including by way of any Acquisition Proposal providing information), proposals or any inquiryoffers that constitute, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iiB) other than in response to an inquiry from a Third Party that was not solicited in violation of this Section 6.02, informing such Third Party of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in any discussions or negotiations or discussions withwith any Third Party regarding an Acquisition Proposal, or furnish to any non-public Third Party information concerning the Company, afford or data or provide to any Third Party access to the businessbusinesses, properties, assets, books, assets or records personnel of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action by, any Third Party of its Subsidiaries in connection with or with, for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result infacilitating, an Acquisition Proposal, (iiiC) approve, endorse, recommend, approve, authorize or execute or enter into any agreement, arrangement or understanding, including any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement in principle or similar agreement with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”) or enter into any proposal agreement, contract or offer that could reasonably be expected commitment requiring the Company to lead abandon, terminate, breach or fail to an Acquisition Proposal consummate the transactions contemplated by this Agreement, or (ivD) approveresolve, authorize, resolve propose or agree (or publicly propose to approve, authorize, resolve or agree) to do any of thethe foregoing; and (ii) the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to immediately cease and terminate any existing solicitation, encouragement, discussion or negotiation with any Third Party, theretofore conducted by the Company, its Subsidiaries or

Unsolicited Proposals. (a) Except as expressly permitted by this Section 6.026.02 or as expressly permitted by Section 6.02(a) of the Company Disclosure Schedules, from the date of this Agreement until the consummation of the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall will not, and shall not authorize or permit cause its Affiliates and shall direct its and their respective Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, to or result in, in an Acquisition Proposal, (ii) other than in response to an inquiry from a informing Third Party that was not solicited in violation of this Section 6.02, informing such Third Party Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, Company or records any of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action bySubsidiaries to, any Third Party in connection with or for the purpose of knowingly encouraging or knowingly facilitating relating to an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, to or result in, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or (iii) resolve or agree to do any of the foregoing. The Company shall, and shall cause its Affiliates and its and their respective Representatives to, (A) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, or any inquiry or proposal or offer that could reasonably be expected to lead to or result in an Acquisition Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction, (C) request the prompt return or destruction of any confidential information provided to any Third Party in the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any potential Acquisition Transaction; provided, however, that the Company shall be permitted to grant waivers of, and not enforce, any standstill provision to the extent that such provision would otherwise prohibit the counterparty thereto from making a confidential Acquisition Proposal directly to the Company Board for a negotiated Acquisition Transaction in accordance with the terms of this Section 6.02. It is agreed that any violation of the restrictions set forth in this Section 6.02 by any Representative of the Company or (iv) approve, authorize, resolve or agree (or publicly propose to approve, authorize, resolve or agree) to do any of theits Affiliates shall constitute a breach of this Section 6.02 by the Company.

Unsolicited Proposals. (a) Except as permitted by this Section 6.02, from the date of this Agreement until the consummation of the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company Acquired Companies shall not, and shall not authorize or permit and shall direct its their respective Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a informing Third Party that was not solicited in violation of this Section 6.02, informing such Third Party Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, Company or records any of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action bySubsidiaries to, any Third Party in connection with or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or (iv) approve, authorize, resolve or agree (or publicly propose to approve, authorize, resolve or agree) to do any of thethe foregoing. Promptly following the execution of this Agreement, on the date hereof, the Acquired Companies shall, and shall direct their respective Representatives to, (A) cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry, or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction. Within three (3) Business Days of the execution of this Agreement, the Company shall request the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction. Notwithstanding anything herein to the contrary, the Company shall be permitted to grant waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making a private Acquisition Proposal to the Company Board.

Unsolicited Proposals. (a) Except as otherwise expressly permitted by this Section 6.02, from the date of this Agreement until the consummation of the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall will not, and shall not authorize or permit cause the Company Subsidiaries and shall direct its and their respective Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could would reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a informing Third Party that was not solicited in violation of this Section 6.02, informing such Third Party Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, Company or records any of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action bySubsidiaries to, any Third Party who has made, or in connection with or for the purpose of knowingly encouraging or knowingly facilitating response to, an Acquisition Proposal or any inquiry, proposal or request for information that could would reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommend, approve, authorize endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent, acquisition agreementmemorandum of understanding, agreement in principle or similar agreement document, or any Contract or commitment providing for or relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), (v) take any action to make the provisions of any state takeover statute or similar Applicable Law (including the restrictions under Section 203 of the DGCL), or any anti-takeover provision in the Company’s Organizational Documents, inapplicable to any transactions contemplated by an Acquisition Proposal, (vi) amend or grant any waiver or release under, or fail to enforce, any standstill or similar Contract with respect to the Shares (provided, however, that the Company may waive, if requested by the applicable counterparty, rights under any standstill, confidentiality agreement or similar Contract to which the Company is a party to the extent necessary to enable such counterparty to make an Acquisition Proposal Proposal), or (vii) resolve or agree to do any of the foregoing. Promptly following the execution of this Agreement, the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, (A) immediately cease and cause to be terminated all existing discussions or negotiations of the Company and the Company Subsidiaries and its and their respective Representatives with any Person conducted heretofore with respect to any Acquisition Proposal, or any inquiry or proposal or offer that could would reasonably be expected to lead to to, or result in, an Acquisition Proposal Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction, (ivC) approverequest the prompt return or destruction of any confidential information provided to any Third Party in the 12 months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any existing confidentiality or non-disclosure 57 agreement entered into with respect to any potential Acquisition Transaction (provided, authorizehowever, resolve that the Company may waive, if requested by the applicable counterparty, rights under any such confidentiality agreement or agree (similar Contract to which the Company is a party to the extent necessary to enable such counterparty to make an Acquisition Proposal). Any violation of the restrictions set forth in this Section 6.02(a) by any Company Subsidiary or publicly propose to approve, authorize, resolve Representative of the Company or agreeany Company Subsidiary shall constitute a breach of this Section 6.02(a) to do any of theby the Company.

Unsolicited Proposals. (a) Except Subject to Section 5.3(b) and Section 5.3(c) and except as expressly permitted by this Section 6.025.2, from the date of this Agreement until the Offer Acceptance earlier to occur of the Effective Time or, if earlier, or the termination of this Agreement in accordance with its termsArticle VII, the Company shall not, and the Company shall cause its Subsidiaries not authorize or permit to, and the Company shall direct and use its reasonable best efforts to cause its Representatives and its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Purchaser), (i) solicit, initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of encourage any Acquisition Proposal inquiries, proposals or any inquiryoffers that constitute, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a Third Party that was not solicited in violation of this Section 6.02, informing such Third Party of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in any discussions or negotiations or discussions with, or furnish with any non-public information concerning the Company, afford access to the business, properties, assets, books, or records of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action by, any Third Party in connection with or for the purpose of knowingly encouraging or knowingly facilitating third party regarding an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party information or provide to any third party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this Section 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, authorizesupport, adopt or recommend any Acquisition Proposal, or (v) resolve or agree (or publicly propose to approve, authorize, resolve or agree) to do any of thethe foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (B) terminate access by any third party to any physical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with any Acquisition Proposal or any potential Acquisition Proposal, and (C) promptly following the date hereof the Company shall request that all non-public information previously provided by or on behalf of the Company or any of its Subsidiaries to any such third party be returned or destroyed in accordance with the applicable Acceptable Confidentiality

Unsolicited Proposals. (a) Except as expressly permitted by this Section 6.02, from the date of this Agreement until the consummation of the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not authorize or permit cause the Company Subsidiaries, its and shall direct its their respective Affiliates and Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a informing Third Party that was not solicited in violation of this Section 6.02, informing such Third Party Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, Company or records any of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action bySubsidiaries to, any Third Party who has made, or in connection with or for the purpose of knowingly encouraging or knowingly facilitating response to, an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommendgrant any waiver, approveamendment or release under any standstill or confidentiality agreement or (iv) resolve or agree to do any of the foregoing. Promptly following the execution and delivery of this Agreement on the date hereof , authorize the Company shall (A) cease and cause to be terminated all existing discussions or enter into negotiations of the Company, its Affiliates and its and their Representatives with any letter of intent, acquisition agreement, agreement in principle or similar agreement Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry or proposal or offer that could reasonably be expected to lead to to, or result in, an Acquisition Proposal Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction (ivC) approve, authorize, resolve request the prompt return or agree destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any existing confidentiality or publicly propose non-disclosure agreement entered into with respect to approve, authorize, resolve any potential Acquisition Transaction. It is agreed that any violation of the restrictions set forth in this Section 6.02.(a) by any Representative of the Company or agree) to do any of theits Affiliates shall constitute a breach of this Section 6.02.(a) by the Company.

Unsolicited Proposals. (a) Except as permitted by this Section 6.02, from the date of this Agreement until the consummation of the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company Acquired Companies shall not, and shall not authorize or permit their Representatives to, and shall direct its their respective Representatives not to, directly or indirectly to (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a informing Third Party that was not solicited in violation of this Section 6.02, informing such Third Party Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information (or access thereto) concerning the CompanyCompany or any of the Company Subsidiaries to, afford access to the business, properties, assets, books, books or records of the Company or any Company Subsidiaries to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with facilitate or knowingly encourage any action by, any Third Party in connection with or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or (iv) approve, authorize, resolve authorize or agree (or publicly propose to approve, authorize, resolve or agree) to do any of thethe foregoing. Promptly following the execution of this Agreement, on the date hereof, the Acquired Companies shall, and shall direct their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction. Within three (3) Business Days of the execution of this Agreement, the Company shall request the prompt return or destruction of any confidential information provided to any such Third Party or any of its Representatives and from any other Person to whom confidential information was provided since the Distribution Date in connection with a proposed Acquisition Transaction. Notwithstanding anything herein to the contrary, the Company shall be permitted to grant waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board.

Unsolicited Proposals. (a) Except as otherwise expressly permitted by this Section 6.027.02, from the date of this Agreement until the Offer Acceptance Time Closing or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall Parent will not, and shall not authorize or permit cause its Subsidiaries (including Seller, the Company, Velocity and, except in accordance with this Agreement, Bolt) and shall direct its use all reasonable best efforts to cause their respective Representatives not to, directly or indirectly indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could would reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a informing Third Party that was not solicited in violation of this Section 6.02, informing such Third Party Parties of the existence of the provisions contained in this Section 6.027.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, Company or records any of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action bySubsidiaries to, any Third Party who has made, or in connection with or for the purpose of knowingly encouraging or knowingly facilitating response to, an Acquisition Proposal or any inquiry, proposal or request for information that could would reasonably be expected to lead to, or result in, an Acquisition Proposal or (iii) resolve or agree to do any of the foregoing. Promptly following the execution of this Agreement, Parent shall cease and cause to be terminated all existing discussions or negotiations of Parent, its Affiliates and its and their Representatives with any Person conducted heretofore with respect to any Acquisition Proposal, or any inquiry or proposal that would reasonably be expected to lead to, or result in, an Acquisition Proposal. Notwithstanding anything herein to the contrary, (iii) recommendParent shall be permitted to grant waivers of, approveand not enforce, authorize or enter into any letter of intent, acquisition agreement, agreement in principle standstill provision or similar agreement with respect to provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or (iv) approve, authorize, resolve or agree (or publicly propose to approve, authorize, resolve or agree) to do any of theProposal.

Unsolicited Proposals. (a) Except as expressly permitted by this Section 6.02, from the date of this Agreement until the consummation of the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not authorize or permit cause the Company Subsidiaries, its and shall direct its their respective Affiliates and Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a informing Third Party that was not solicited in violation of this Section 6.02, informing such Third Party Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, Company or records any of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action bySubsidiaries to, any Third Party who has made, or in connection with or for the purpose of knowingly encouraging or knowingly facilitating response to, an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, Proposal or (iii) recommendresolve or agree to do any of the foregoing. Promptly following the execution of this Agreement, approvethe Company shall (A) cease and cause to be terminated all existing discussions or negotiations of the Company, authorize or enter into its Affiliates and its and their Representatives with any letter of intent, acquisition agreement, agreement in principle or similar agreement Person conducted heretofore with respect to an any Acquisition Proposal Proposal, or any inquiry or proposal or offer that could reasonably be expected to lead to to, or result in, an Acquisition Proposal Proposal, (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction, (ivC) approverequest the prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with a proposed Acquisition Transaction and (D) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any potential Acquisition Transaction. Notwithstanding anything herein to the contrary, authorizethe Company shall be permitted to grant waivers of, resolve and not enforce, any standstill provision or agree (similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal. It is agreed that any violation of the restrictions set forth in this Section 6.02(a) by any Representative of the Company or publicly propose to approve, authorize, resolve or agree) to do any of theits Affiliates shall constitute a breach of this Section 6.02(a) by the Company.