Common use of No Alternative Transactions Clause in Contracts

No Alternative Transactions. (a) Unless this Agreement shall have been terminated in accordance with its terms, the Company shall not, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company (an "ALTERNATIVE TRANSACTION"), or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate or negotiate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Company shall notify ▇▇▇▇▇▇▇.▇▇▇ promptly if any such proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to ▇▇▇▇▇▇▇.▇▇▇, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party. Notwithstanding the foregoing, in the event the Company receives a bona fide offer or proposal from any third party regarding an Alternative Transaction (an "OFFER") the Company may accept such Offer (after complying with Section 6.3(b) below) if the board of directors of the Company reasonably determines after due consideration of the factual basis and the advice of counsel experienced in such matters that such action is required by law; provided, however, that any such action by the Company shall be deemed a breach of this Section 6.3 for purposes of determining whether the Company must pay the Termination Fee described in Section 7.2. (b) In the event the Company receives an Offer as described in the last sentence of Section 6.3(a), then the Company shall, prior to accepting such Offer or entering into any definitive agreement with respect to the Offer, notify ▇▇▇▇▇▇▇.▇▇▇ in writing of: (a) all of the terms and conditions of such Offer (which notice shall include a copy of any term sheets and proposed definitive agreements reflecting such terms and conditions and include the identity of the third party or parties making the Offer); (b) the Company's intention of accepting the Offer on such terms and conditions; and (c) the Company's agreement to enter into a proposed Alternative Transaction with ▇▇▇▇▇▇▇.▇▇▇ on terms and conditions substantially similar to those set forth in the Offer (a "Notice of Offer"). ▇▇▇▇▇▇▇.▇▇▇ will have 10 days from the receipt of such Notice of Offer (the "Exclusivity Period") to deliver written notice to the Company of ▇▇▇▇▇▇▇.▇▇▇'s acceptance of the Company's offer to enter into an agreement with the Company providing for a Alternative Transaction on terms and conditions substantially similar to those set forth in the Notice of Offer (a "Notice of Acceptance"); provided, however, that to the extent that the consideration being offered to the Company in the Offer consists of property other than cash or securities, then ▇▇▇▇▇▇▇.▇▇▇'s acceptance shall, in lieu of such noncash property or securities, provide for the payment of other consideration to the Company of substantially equivalent fair market value. The Company agrees that it will not accept any Offer, enter into any definitive agreement providing for, or otherwise consummate any Alternative Transaction with any third party other than ▇▇▇▇▇▇▇.▇▇▇ until the expiration of the Exclusivity Period. If ▇▇▇▇▇▇▇.▇▇▇ delivers a Notice of Acceptance to the Company prior to the expiration of the Exclusivity Period, then ▇▇▇▇▇▇▇.▇▇▇ and the Company shall, within 20 days following receipt of the Notice of Acceptance, enter into an agreement, on final terms and conditions to be negotiated in good faith between them, providing for a Alternative Transaction on the terms and conditions provided for in the Notice of Offer and Notice of Acceptance.

No Alternative Transactions. (a) Unless this Agreement shall have been terminated in accordance with its terms, the Company shall not, and shall cause its stockholders not to, directly or indirectly, through any stockholder, officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to (a) any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company (other than (x) sales of the Company's products in the ordinary course of business consistent with past practice and (y) issuance of Company Capital Stock in connection with exercises of Company Options) or (b) any other transaction that could Reasonably Likely interfere, conflict or compete with the Merger and the other transactions described herein (collectively, an "ALTERNATIVE TRANSACTION"), or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate or negotiate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Prior to the date hereof, the Company has fully terminated all discussions and negotiations concerning an Alternative Transaction. The Company shall notify ▇▇▇▇▇▇▇.▇▇▇ Parent promptly if any such proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to ▇▇▇▇▇▇▇.▇▇▇Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Except as set forth herein, the Company agrees not to to, and shall cause its stockholders not to, release any third party from, or waive any provision of, any confidentiality or standstill (e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company or any of its stockholders is a party. Notwithstanding the foregoing, in the event the or to grant any proxies relating to any shares of Company receives a bona fide offer Capital Stock, transfer any shares of Company Capital Stock (or proposal from any third party regarding an Alternative Transaction (an "OFFER"interest therein) the Company may accept such Offer (after complying with Section 6.3(b) below) if the board of directors of the Company reasonably determines after due consideration of the factual basis and the advice of counsel experienced in such matters that such action is required by law; provided, however, that any such action by the Company shall be deemed a breach of this Section 6.3 for purposes of determining whether the Company must pay the Termination Fee described in Section 7.2. (b) In the event the Company receives an Offer as described in the last sentence of Section 6.3(a), then the Company shall, prior to accepting such Offer or entering into any definitive agreement with respect to the Offer, notify ▇▇▇▇▇▇▇.▇▇▇ in writing of: (a) all of the terms and conditions of such Offer (which notice shall include a copy of any term sheets and proposed definitive agreements reflecting such terms and conditions and include the identity of the third party or parties making the Offer); (b) the Company's intention of accepting the Offer on such terms and conditions; and (c) the Company's agreement to enter into a proposed Alternative Transaction with ▇▇▇▇▇▇▇.▇▇▇ on terms and conditions substantially similar to those set forth in the Offer (a "Notice of Offer"). ▇▇▇▇▇▇▇.▇▇▇ will have 10 days from the receipt of such Notice of Offer (the "Exclusivity Period") to deliver written notice to the Company of ▇▇▇▇▇▇▇.▇▇▇'s acceptance of the Company's offer to enter into an agreement with the Company providing for a Alternative Transaction on terms and conditions substantially similar to those set forth in the Notice of Offer (a "Notice of Acceptance"); provided, however, that to the extent that the consideration being offered to the Company in the Offer consists of property other than cash or securities, then ▇▇▇▇▇▇▇.▇▇▇'s acceptance shall, in lieu of such noncash property or securities, provide for the payment of other consideration to the Company of substantially equivalent fair market value. The Company agrees that it will not accept any Offer, enter into any definitive agreement providing for, or otherwise consummate any Alternative Transaction with any third party other than ▇▇▇▇▇▇▇concerning the voting of shares of Company Capital Stock.▇▇▇ until the expiration of the Exclusivity Period. If ▇▇▇▇▇▇▇.▇▇▇ delivers a Notice of Acceptance to the Company prior to the expiration of the Exclusivity Period, then ▇▇▇▇▇▇▇.▇▇▇ and the Company shall, within 20 days following receipt of the Notice of Acceptance, enter into an agreement, on final terms and conditions to be negotiated in good faith between them, providing for a Alternative Transaction on the terms and conditions provided for in the Notice of Offer and Notice of Acceptance.

No Alternative Transactions. (a) Unless this Agreement shall have been terminated in accordance with its terms, the Company shall not, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company (an "ALTERNATIVE TRANSACTIONAlternative Transaction"), or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate or negotiate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Company shall notify ▇▇▇▇▇▇▇.▇▇▇ promptly if any such proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to ▇▇▇▇▇▇▇.▇▇▇, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party. Notwithstanding the foregoing, in the event the Company receives a bona fide offer or proposal from any third party regarding an Alternative Transaction (an "OFFEROffer") the Company may accept such Offer (after complying with Section 6.3(b) below) if the board of directors of the Company reasonably determines after due consideration of the factual basis and the advice of counsel experienced in such matters that such action is required by law; provided, however, that any such action by the Company shall be deemed a breach of this Section 6.3 for purposes of determining whether the Company must pay the Termination Fee described in Section 7.2. (b) In the event the Company receives an Offer as described in the last sentence of Section 6.3(a), then the Company shall, prior to accepting such Offer or entering into any definitive agreement with respect to the Offer, notify ▇▇▇▇▇▇▇.▇▇▇ in writing of: (a) all of the terms and conditions of such Offer (which notice shall include a copy of any term sheets and proposed definitive agreements reflecting such terms and conditions and include the identity of the third party or parties making the Offer); (b) the Company's intention of accepting the Offer on such terms and conditions; and (c) the Company's agreement to enter into a proposed Alternative Transaction with ▇▇▇▇▇▇▇.▇▇▇ on terms and conditions substantially similar to those set forth in the Offer (a "Notice of Offer"). ▇▇▇▇▇▇▇.▇▇▇ will have 10 days from the receipt of such Notice of Offer (the "Exclusivity Period") to deliver written notice to the Company of ▇▇▇▇▇▇▇.▇▇▇'s acceptance of the Company's offer to enter into an agreement with the Company providing for a Alternative Transaction on terms and conditions substantially similar to those set forth in the Notice of Offer (a "Notice of Acceptance"); provided, however, that to the extent that the consideration being offered to the Company in the Offer consists of property other than cash or securities, then ▇▇▇▇▇▇▇.▇▇▇'s acceptance shall, in lieu of such noncash property or securities, provide for the payment of other consideration to the Company of substantially equivalent fair market value. The Company agrees that it will not accept any Offer, enter into any definitive agreement providing for, or otherwise consummate any Alternative Transaction with any third party other than ▇▇▇▇▇▇▇.▇▇▇ until the expiration of the Exclusivity Period. If ▇▇▇▇▇▇▇.▇▇▇ delivers a Notice of Acceptance to the Company prior to the expiration of the Exclusivity Period, then ▇▇▇▇▇▇▇.▇▇▇ and the Company shall, within 20 days following receipt of the Notice of Acceptance, enter into an agreement, on final terms and conditions to be negotiated in good faith between them, providing for a Alternative Transaction on the terms and conditions provided for in the Notice of Offer and Notice of Acceptance.