Common use of No Proxy Solicitations Clause in Contracts

No Proxy Solicitations. Each of the Shareholders agrees that ---------------------- such Shareholder will not, nor will such Shareholder permit any entity under such Shareholder's control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of Parent's shareholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇) with respect to any voting securities of Parent for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of WMX and the Shareholders agrees Shareholder agree that they ---------------------- such Shareholder will not, nor will such Shareholder they permit any entity under such Shareholder's their respective control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇) in opposition to or in competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of Parentthe Company's shareholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇) with respect to any voting securities of Parent the Company for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of the Shareholders Stockholders agrees that ---------------------- such Shareholder Stockholder will not, nor will such Shareholder Stockholder permit any entity under such ShareholderStockholder's control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholdersstockholders' vote or action by consent of Parent's shareholders stockholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇) with respect to any voting securities of Parent for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of the Shareholders Stockholders severally agrees that ---------------------- such Shareholder Stockholder will not, nor will such Shareholder Stockholder permit any entity or person under such ShareholderStockholder's control tocontrol, (a) to solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇Exchange Act) in opposition to or in competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, with or materially impede, interfere with with, adversely effect or attempt tend to discourage the Merger Transactions or inhibit the timely consummation of the Merger such Transactions, (b) to directly or indirectly encourage, initiate or cooperate in a shareholdersstockholders' vote Vote or action by consent of Parentthe Company's shareholders stockholders in opposition to or in competition with the consummation of the Merger Transactions, Transactions or (c) to become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇Exchange Act) with respect to any voting securities of Parent the Company for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of the Shareholders Stockholders agrees that ---------------------- such Shareholder Stockholder will not, nor will such Shareholder Stockholder permit any entity under such ShareholderStockholder's control control, to, : (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇Exchange Act) in opposition to or competition with the consummation of the Merger Transactions Transaction or otherwise encourage or assist any party in taking or planning any action which would compete with, or materially impede, or interfere with or attempt that would reasonably be expected to discourage the Merger Transactions Transaction or inhibit the timely consummation of the Merger Transactions, Transaction in accordance with the terms of the Asset Purchase Agreement, (b) directly or indirectly encourage, initiate or cooperate in a shareholdersstockholders' vote Vote or action by consent of ParentROI's shareholders stockholders in opposition to or in competition with the consummation of the Merger TransactionsTransaction, or or (c) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇Exchange Act) with respect to any voting securities of Parent ROI for the purpose of opposing or competing with the consummation of the Merger TransactionsTransaction.

No Proxy Solicitations. Each of the Shareholders agrees that ---------------------- such Shareholder will not, nor will such Shareholder permit any entity under such Shareholder's control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholders' vote or action by consent of Parent's shareholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇) with respect to any voting securities of Parent for the purpose of opposing or competing with the consummation of the Merger Transactions.

No Proxy Solicitations. Each of the Shareholders Stockholders agrees that such ---------------------- such Shareholder Stockholder will not, nor will such Shareholder Stockholder permit any entity under such ShareholderStockholder's control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇) in opposition to or competition with the consummation of the Merger Transactions or otherwise encourage or assist any party in taking or planning any action which would compete with, impede, interfere with or attempt to discourage the Merger Transactions or inhibit the timely consummation of the Merger Transactions, (b) directly or indirectly encourage, initiate or cooperate in a shareholdersstockholders' vote or action by consent of Parent's shareholders stockholders in opposition to or in competition with the consummation of the Merger Transactions, or (c) become a member of a "group" (as such term is used in Section 13(d) of the ▇▇▇▇ ▇▇▇) with respect to any voting securities of Parent for the purpose of opposing or competing with the consummation of the Merger Transactions.