Common use of Competitive Proposals Clause in Contracts

Competitive Proposals. (a) Without limitation on any of its other obligations under this Agreement, each Principal Stockholder hereby covenants and agrees that he shall not, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a competitive proposal (as defined in the Merger Agreement) with respect to the Company or any of its significant subsidiaries, (ii) have any discussion with or provide any confidential information or data to any Person relating to a competitive proposal, or engage in any negotiations concerning a competitive proposal, or knowingly facilitate any effort or attempt to make or implement an competitive proposal, in each case with respect to the Company or any of its significant subsidiaries, (iii) approve, vote in favor of, consent to or recommend, or propose publicly to approve or recommend, any competitive proposal with respect to the Company or any of its significant subsidiaries or (iv) approve, vote in favor of, consent to or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any competitive proposal with respect to the Company or any of its significant subsidiaries. The Principal Stockholders agree that they will promptly keep Parent informed of the status and terms of any such proposals. (b) Notwithstanding anything to the contrary in this Agreement, if, but only so long as, there exists a Superior Proposal, the obligations of each Principal Stockholder set forth in clauses (iii) and (iv) of Section 4.4(a) above (but not, for the avoidance of any doubt, the obligations of the Principal Stockholders set forth in clauses (i) and (ii) thereof, except as provided in Section 2.6 above) shall be suspended, and neither the Company nor Merger Sub shall be entitled to enforce the same, with respect to actions by a Principal Stockholder in connection with a Superior Proposal.