Common use of No Solicitation by Parent Clause in Contracts

No Solicitation by Parent. (a) Parent shall not directly or indirectly, and shall not authorize or permit any of the other Parent Entities or Representative of the Parent Entities, directly or indirectly to, (i) solicit, initiate, knowingly encourage or knowingly induce, or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that would reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding any Parent Entities to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that would lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the Required Parent Stockholder Vote, this Section 4.4(a) shall not prohibit Parent from furnishing nonpublic information regarding the Parent Entities to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent nor any Representative of the Parent Entities shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 4.4, (2) the board of directors of Parent concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable law, (3) at least three business days prior to furnishing any such information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of Parent and containing customary "standstill" provisions, and (4) at least three business days prior to furnishing any such information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company). Without limiting the generality of the foregoing, Parent acknowledges and agrees that any action inconsistent with of any of the provisions set forth in the preceding sentence by any Representative of the Parent Entities, whether or not such Representative is purporting to act on behalf of any of the Parent Entities, shall be deemed to constitute a breach of this Section 4.4 by Parent. (b) Parent shall promptly (and in no event later than 24 hours after receipt of any Parent Acquisition Proposal, any inquiry or indication of interest that could lead to a Parent Acquisition Proposal or any request for nonpublic information) advise the Company orally and in writing of any Parent Acquisition Proposal, any inquiry or indication of interest that could lead to a Parent Acquisition Proposal or any request for nonpublic information relating to any of the Parent Entities (including the identity of the Person making or submitting such Parent Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company fully informed with respect to the status of any such Parent Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto. (c) Parent shall immediately cease and cause to be terminated any existing discussions with any Person that relate to any Parent Acquisition Proposal. (d) Parent agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, "standstill" or similar agreement to which any of the Parent Entities is a party or under which any of the Parent Entities has any rights, and will use its best efforts to enforce or cause to be enforced each such agreement at the request of the Company.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and nor shall not it permit any of its Subsidiaries to, nor shall it authorize or permit any of the its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other Parent Entities representative retained by it or Representative any of the Parent Entitiesits Subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourage or knowingly induce, or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any other action designed to facilitate or induce, any inquiries or the making of any proposal that would reasonably be expected to lead to a constitutes any Parent Acquisition Proposal, Takeover Proposal or (ii) furnish participate in any information discussions or negotiations regarding any Parent Entities to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that would lead to a Parent Acquisition Takeover Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that prior to that, if at any time, the adoption Board of this Agreement by the Required Parent Stockholder Vote, this Section 4.4(a) shall not prohibit Parent from furnishing nonpublic information regarding the Parent Entities to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent nor any Representative of the Parent Entities shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 4.4, (2) the board of directors Directors of Parent concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel, that such action it is required necessary to do so in order for the board of directors of Parent to comply act in a manner consistent with its fiduciary obligations duties to Parent's stockholders under applicable law, (3) at least three business days prior Parent may, in response to furnishing any such information toa Parent Superior Proposal, or entering into discussions with, such Person, a Parent gives Takeover Proposal with respect to which the Company written notice Board of the identity of such Person and of Parent's intention to furnish information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf Directors of Parent and containing customary concludes in good faith there is a reasonable likelihood that such Parent Takeover Proposal could result in a Parent Superior Proposal (a "standstill" provisionsProbable Parent Superior Proposal"), and (4) at least three business days prior to furnishing any such information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has that was not been previously furnished solicited by Parent to the Company). Without limiting the generality of the foregoing, Parent acknowledges and agrees it or that any action inconsistent with of any of the provisions set forth in the preceding sentence by any Representative of the Parent Entities, whether or did not such Representative is purporting to act on behalf of any of the Parent Entities, shall be deemed to constitute otherwise result from a breach of this Section 4.4 7.2(a) and subject to providing prior written notice of its decision to take such action to the Company and compliance with Section 7.2(c), (x) furnish the same information with respect to Parent and its Subsidiaries as was previously furnished to the Company, as revised or updated to reflect any changes or additions to such information (provided that such revised information is contemporaneously furnished to Company to the extent it had not been previously so furnished), to any person making a Parent Superior Proposal or a Probable Parent Superior Proposal pursuant to a customary confidentiality agreement (as determined by ParentParent after consultation with its outside counsel) that is no less restrictive in any material respect than the Confidentiality Agreement and (y) participate in discussions or negotiations regarding such Parent Superior Proposal or a Probable Parent Superior Proposal. For purposes of this Agreement, "Parent Takeover Proposal" means any inquiry, proposal or offer from any person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or the assets of Parent and its Subsidiaries, taken as a whole, (x) direct or indirect acquisition or purchase of 15% or more of any class of equity securities of Parent or of 50% or more of any class of equity securities of any of its Subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of Parent or 50% or more of any class of equity securities of any of its Subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, or (z) merger, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent or any of its Subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement. Parent shall immediately terminate, and shall cause its Subsidiaries and its and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, or other representatives to immediately terminate, all discussions or negotiations, if any, with any third party with respect to a Parent Takeover Proposal. (b) Except as expressly permitted by this Section 7.2(b) or Section 7.5(b), neither the Board of Directors of Parent nor any committee thereof shall promptly (and i) withdraw or modify, or propose publicly to withdraw or modify, in no event later than 24 hours after receipt of a manner adverse to Company, Parent Recommendation or, (ii) approve or recommend, or propose publicly to approve or recommend, any Parent Acquisition Takeover Proposal, (iii) permit Parent to waive or otherwise fail to enforce any inquiry standstill agreement or indication similar arrangement between Parent and any other person, or (iv) cause Parent to enter into any letter of interest intent, agreement in principle, acquisition agreement or other similar agreement (each, a "Parent Acquisition Agreement") related to any Parent Takeover Proposal. Notwithstanding the foregoing, in the event that could lead the Board of Directors of Parent determines in good faith, after consultation with outside counsel, that in light of a Parent Superior Proposal it is necessary to do so in order to act in a manner consistent with its fiduciary duties to Parent's stockholders under applicable law, the Board of Directors of Parent may (subject to this and the following sentences) terminate this Agreement in order to concurrently enter into such Parent Acquisition Agreement with respect to a Parent Acquisition Superior Proposal; provided, however, that Parent may not terminate this Agreement pursuant to this Section 7.2(b) unless and until (i) three business days have elapsed following the delivery to the Company of a written notice of such determination by the Board of Directors of Parent and (x) Parent has delivered to the Company the written notice required by Section 7.2(c) below and (y) during such three business day period, Parent otherwise cooperates with Company with respect to the Parent Takeover Proposal that constitutes a Parent Superior Proposal with the intent of enabling the Company to engage in good faith negotiations to make such adjustments in the terms and conditions of the Merger as would enable Parent to proceed with the Merger on such adjusted terms, (ii) at the end of such three business day period the Board of Directors of Parent continues reasonably to believe that the Parent Takeover Proposal constitutes a Parent Superior Proposal and (iii) Parent pays the Parent Termination Fee as provided in Section 9.5. For purposes of this Agreement, a "Parent Superior Proposal" means a bona fide written proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 30% of the combined voting power of the shares of Parent Common Stock then outstanding or more than 40% of the assets of Parent and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions and otherwise on terms which the Board of Directors of Parent determines in its good faith judgment (after consultation with a financial advisor of nationally recognized reputation) to be more favorable to Parent's stockholders than the Merger (after considering (1) any request adjustment to the terms and conditions of the Merger proposal by Company in response to a Parent Takeover Proposal and (2) the Parent Termination Fee) and (i) for nonpublic informationwhich financing, in the good faith judgment of the Board of Directors of Parent, is reasonably capable of being obtained by such third party and (ii) which, in the good faith judgment of the Board of Directors of Parent, is reasonably likely of being completed. (c) In addition to the obligations of Parent set forth in paragraphs (a) and (b) of this 0, Parent shall immediately advise the Company orally and in writing of any request for information or of any Parent Acquisition Takeover Proposal, any inquiry the material terms and conditions of such request or indication of interest that could lead to a Parent Acquisition Takeover Proposal or any request for nonpublic information relating to any of the Parent Entities (including and the identity of the Person person making such request or submitting such Parent Acquisition Takeover Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company fully reasonably informed with respect to of the status and details (including amendments and proposed amendments) of any such request or Parent Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto. (c) Parent shall immediately cease and cause to be terminated any existing discussions with any Person that relate to any Parent Acquisition Takeover Proposal. (d) Nothing contained in this Section 7.2 prohibits Parent agrees not from taking and disclosing to release its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or permit from making any disclosure to Parent's stockholders if, in the release good faith judgment of the Board of Directors of Parent, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law; provided, however, that, except as expressly permitted by paragraph (b) of this Section 7.2 in connection with a Parent Superior Proposal, neither Parent nor its Board of Directors nor any Person fromcommittee thereof will withdraw or modify, or propose publicly to waive withdraw or permit modify, its position with respect to this Agreement, the waiver of any provision ofMerger or the transactions contemplated hereby, any confidentialityor approve or recommend, "standstill" or similar agreement propose publicly to which any of the approve or recommend, a Parent Entities is a party or under which any of the Parent Entities has any rights, and will use its best efforts to enforce or cause to be enforced each such agreement at the request of the CompanyTakeover Proposal.

No Solicitation by Parent. Parent agrees that, from and after the date of this Agreement until the earlier of the date of its termination and the Effective Time, neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries, nor its or their employees, investment bankers, attorneys, accountants, financial advisors, agents or other representatives (a) collectively, “Parent Representatives”), shall not directly or indirectly, and shall not authorize initiate, encourage, solicit or permit otherwise induce any inquiries or the making of a Parent Acquisition Proposal (as defined below). Parent further agrees that neither it nor any of the other its Subsidiaries nor any of its or its Subsidiaries’ officers or directors shall, and that it shall direct and use its best efforts to cause Parent Entities or Representative of the Parent EntitiesRepresentatives not to, directly or indirectly toindirectly, (i) solicit, initiate, knowingly encourage have any discussions with or knowingly induce, provide any confidential information or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that would reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding any Parent Entities data to any Person in connection with or in response relating to a Parent Acquisition Proposal or an inquiry or indication of interest that would lead to engage in any negotiations concerning a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that prior to the adoption of nothing contained in this Agreement by shall prevent the Required Company or its Board of Directors from (a) making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; (b) negotiating with or furnishing confidential information to any Person who has made a bona fide unsolicited written Parent Stockholder Vote, this Section 4.4(a) shall not prohibit Parent from furnishing nonpublic information regarding the Parent Entities toAcquisition Proposal, or entering into discussions with, any an agreement with such Person in response to connection with a Parent Superior Offer that is submitted to Parent by such Person (and Acquisition Proposal which did not withdrawn) if (1) neither Parent nor any Representative of the Parent Entities shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 4.4, (2) the board of directors of Parent concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable law, (3) at least three business days prior to furnishing any such information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish information to, or enter into discussions with, such Person, and Parent receives result from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of Parent and containing customary "standstill" provisions, and (4) at least three business days prior to furnishing any such information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company). Without limiting the generality of the foregoing, Parent acknowledges and agrees that any action inconsistent with of any of the provisions set forth in the preceding sentence by any Representative of the Parent Entities, whether or not such Representative is purporting to act on behalf of any of the Parent Entities, shall be deemed to constitute a breach of this Section 4.4 by Parent. 6.5; or (c) in the case of actions referred to in clause (a) or (b) Parent shall promptly (and in no event later than 24 hours after receipt of any ), recommending to its stockholders such a Parent Acquisition ProposalProposal with or without a Change in Parent Recommendation (as defined at Section 7.1(c), any inquiry or indication below). Nothing contained in this Agreement shall prevent the Board of interest that could lead Directors of the Company from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal or any request for nonpublic information) advise the Company orally and in writing of any Parent Acquisition Proposal, any inquiry or indication of interest that could lead to a Parent Acquisition Proposal or any request for nonpublic information relating to any of the Parent Entities (including the identity of the Person making or submitting such Parent Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company fully informed with respect to the status of any such Parent Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto. (c) Parent shall immediately cease and cause to be terminated any existing discussions with any Person that relate to any Parent Acquisition Proposal. (d) Parent agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, "standstill" or similar agreement to which any of the Parent Entities is a party or under which any of the Parent Entities has any rights, and will use its best efforts to enforce or cause to be enforced each such agreement at the request of the Company.

No Solicitation by Parent. Parent agrees that, from and after the date of this Agreement until the earlier of the date of its termination and the Effective Time, neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries, nor its or their employees, investment bankers, attorneys, accountants, financial advisors, agents or other representatives (a) collectively, "Parent Representatives"), shall not directly or indirectly, and shall not authorize initiate, encourage, solicit or permit otherwise induce any inquiries or the making of a Parent Acquisition Proposal (as defined below). Parent further agrees that neither it nor any of the other its Subsidiaries nor any of its or its Subsidiaries' officers or directors shall, and that it shall direct and use its best efforts to cause Parent Entities or Representative of the Parent EntitiesRepresentatives not to, directly or indirectly toindirectly, (i) solicit, initiate, knowingly encourage have any discussions with or knowingly induce, provide any confidential information or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that would reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding any Parent Entities data to any Person in connection with or in response relating to a Parent Acquisition Proposal or an inquiry or indication of interest that would lead to engage in any negotiations concerning a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that prior to the adoption of nothing contained in this Agreement by shall prevent the Required Company or its Board of Directors from (a) making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; (b) negotiating with or furnishing confidential information to any Person who has made a bona fide unsolicited written Parent Stockholder Vote, this Section 4.4(a) shall not prohibit Parent from furnishing nonpublic information regarding the Parent Entities toAcquisition Proposal, or entering into discussions with, any an agreement with such Person in response to connection with a Parent Superior Offer that is submitted to Parent by such Person (and Acquisition Proposal which did not withdrawn) if (1) neither Parent nor any Representative of the Parent Entities shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 4.4, (2) the board of directors of Parent concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable law, (3) at least three business days prior to furnishing any such information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish information to, or enter into discussions with, such Person, and Parent receives result from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of Parent and containing customary "standstill" provisions, and (4) at least three business days prior to furnishing any such information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company). Without limiting the generality of the foregoing, Parent acknowledges and agrees that any action inconsistent with of any of the provisions set forth in the preceding sentence by any Representative of the Parent Entities, whether or not such Representative is purporting to act on behalf of any of the Parent Entities, shall be deemed to constitute a breach of this Section 4.4 by Parent. 6.5; or (c) in the case of actions referred to in clause (a) or (b) Parent shall promptly (and in no event later than 24 hours after receipt of any ), recommending to its stockholders such a Parent Acquisition ProposalProposal with or without a Change in Parent Recommendation (as defined at Section 7.1(c), any inquiry or indication below). Nothing contained in this Agreement shall prevent the Board of interest that could lead Directors of the Company from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal or any request for nonpublic information) advise the Company orally and in writing of any Parent Acquisition Proposal, any inquiry or indication of interest that could lead to a Parent Acquisition Proposal or any request for nonpublic information relating to any of the Parent Entities (including the identity of the Person making or submitting such Parent Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company fully informed with respect to the status of any such Parent Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto. (c) Parent shall immediately cease and cause to be terminated any existing discussions with any Person that relate to any Parent Acquisition Proposal. (d) Parent agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, "standstill" or similar agreement to which any of the Parent Entities is a party or under which any of the Parent Entities has any rights, and will use its best efforts to enforce or cause to be enforced each such agreement at the request of the Company.