Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall use reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, or knowingly induce or encourage, any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any non-public information for the purpose of encouraging, facilitating or inducing, the making of any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement (including Section 6.1(f)), in response to an Acquisition Proposal that did not result from a breach of this Agreement and that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) could be reasonably expected to lead to a Superior Proposal, and subject to compliance with Section 6.1(c), the Company may (A) furnish information with respect to the Company to any Person (and the Representatives of such Person) making such Acquisition Proposal, pursuant to a confidentiality agreement not materially less restrictive of the other party than the Confidentiality Agreement, (B) engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such Person and its Representatives regarding any such Acquisition Proposal, and (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until The Company (at the termination direction of this Agreement in accordance with the terms hereof (the “Specified Time”), Special Committee) agrees that neither the Company board of directors of the Company, the Special Committee, nor any of its Subsidiaries their respective members shall, and the Company Special Committee shall use reasonable efforts to instruct and cause its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit, initiate, or knowingly induce encourage or encourage, facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to provide any Person any confidential or non-public information for to any Person relating to, any Acquisition Proposal (except solely to provide written notice of the purpose existence of encouraging, facilitating these provisions); or (iii) otherwise knowingly facilitate any effort or inducing, the making of any attempt to make an Acquisition Proposal. Notwithstanding anything in the foregoing to the contrary set forth in this Agreement contrary, the Company (including Section 6.1(f)), at the direction of the Special Committee) may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Agreement and that if the Company Board receives from the Person so requesting such information an executed standard confidentiality agreement and promptly discloses (and, if applicable, provides copies of) any such information to AEP to the extent not previously provided to it or (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal, if and only to the extent that, prior to taking any action described in clause (A) or (B) above, the Special Committee determines in good faith (after consultation with outside legal counsel and its financial advisors) could that the failure to take such action would be reasonably expected to lead to a Superior Proposal, and subject to compliance inconsistent with Section 6.1(c), the Company may (A) furnish information with respect to the Company to any Person (and the Representatives of such Person) making such Acquisition Proposal, pursuant to a confidentiality agreement not materially less restrictive of the other party than the Confidentiality Agreement, (B) engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such Person and its Representatives regarding any such Acquisition Proposal, and (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stocktheir fiduciary duties under applicable Law.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until The Company (at the termination direction of this Agreement in accordance with the terms hereof (the “Specified Time”), Special Committee) agrees that neither the Company Special Committee nor any of its Subsidiaries members shall, and the Company Special Committee shall use reasonable efforts to instruct and cause its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit, initiate, or knowingly induce encourage or encourage, facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to provide any Person any confidential or non-public information for to any Person relating to, any Acquisition Proposal (except solely to provide written notice of the purpose existence of encouraging, facilitating these provisions); or (iii) otherwise knowingly facilitate any effort or inducing, the making of any attempt to make an Acquisition Proposal. Notwithstanding anything in the foregoing to the contrary set forth in this Agreement contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company (including Section 6.1(f)), at the direction of the Special Committee) may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Agreement and that if the Company Board receives from the Person so requesting such information an executed standard confidentiality agreement and promptly discloses (and, if applicable, provides copies of) any such information to the Mutual Group to the extent not previously provided to it or (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal, if and only to the extent that, prior to taking any action described in clause (A) or (B) above, (x) the Special Committee determines in good faith (after consultation with outside legal counsel and its financial advisors) could that the failure to take such action would reasonably be reasonably expected to lead result in a violation of the directors’ fiduciary duties under applicable Law and (y) the Special Committee has determined in good faith that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and subject to compliance with Section 6.1(c), the Company may (A) furnish information with respect to the Company to any Person (and the Representatives of such Person) making such Acquisition Proposal, pursuant to a confidentiality agreement not materially less restrictive of the other party than the Confidentiality Agreement, (B) engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such Person and its Representatives regarding any such Acquisition Proposal, and (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until The Company (at the termination direction of this Agreement in accordance with the terms hereof (the “Specified Time”), Special Committee) agrees that neither the Company board of directors of the Company, the Special Committee, nor any of its Subsidiaries their respective members shall, and the Company shall use reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, initiate, or knowingly induce encourage or encourage, facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; or; (ii) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to provide any Person any confidential or non-public information for to any Person relating to, any Acquisition Proposal (except solely to provide written notice of the purpose existence of encouraging, facilitating these provisions); or (iii) otherwise knowingly facilitate any effort or inducing, the making of any attempt to make an Acquisition Proposal. Notwithstanding anything in the foregoing to the contrary set forth in this Agreement contrary, the Company (including Section 6.1(f)), at the direction of the Special Committee) may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Agreement and that if the Company Board receives from the Person so requesting such information an executed standard confidentiality agreement and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to it or (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal, if and only to the extent that, prior to taking any action described in clause (A) or (B) above, the Special Committee determines in good faith (after consultation with outside legal counsel and its financial advisors) could that the failure to take such action would be reasonably expected to lead to a Superior Proposal, and subject to compliance inconsistent with Section 6.1(c), the Company may (A) furnish information with respect to the Company to any Person (and the Representatives of such Person) making such Acquisition Proposal, pursuant to a confidentiality agreement not materially less restrictive of the other party than the Confidentiality Agreement, (B) engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such Person and its Representatives regarding any such Acquisition Proposal, and (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stocktheir fiduciary duties under applicable Law.

No Solicitation or Negotiation. Except as set forth in this Section 6.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither the Company shall not, nor shall it authorize or permit or encourage any of its Subsidiaries shall, and the Company shall use reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, to directly or indirectly: (i) solicit, initiate, or knowingly induce or encourage, encourage any inquiries or solicitations for the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; or (ii) enter into, encourage, permit, indicate receptivity to, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person person any non-public information for the purpose of encouragingwith respect to, facilitating assist or inducingparticipate in any effort or attempt by any person with respect to, the making of or otherwise cooperate in any way with, any Acquisition Proposal. Notwithstanding anything the foregoing, prior to the contrary set forth in adoption of this Agreement at the Company Stockholders Meeting (including Section 6.1(fthe “Specified Time”)), the Company may, if such actions are required by the fiduciary obligations of the Company Board, as determined in good faith by the Company Board after consultation with outside counsel, in response to an a Superior Proposal or a bona fide, unsolicited written Acquisition Proposal that did not result from a breach made or received after the date of this Agreement and that the Company Board determines in good faith (faith, after consultation with outside counsel and its a nationally recognized independent financial advisors) advisor, could reasonably be reasonably expected to lead to a Superior Proposal, and subject to compliance with Section 6.1(c), in each case that did not result from a breach by the Company may (A) furnish information with respect to the Company to any Person (and the Representatives of such Person) making such Acquisition Proposal, pursuant to a confidentiality agreement not materially less restrictive of the other party than the Confidentiality Agreement, (B) engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such Person and its Representatives regarding any such Acquisition Proposal, and (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock.this

No Solicitation or Negotiation. Except as set forth in expressly permitted by this Section 6.16.2 and except as may relate to any Person, group of Persons or group that includes any Person or group of Persons from whom the Company has received during the Go-Shop Period a written Acquisition Proposal that the Board of Directors of the Company or any committee thereof believes in good faith (after consultation with its financial advisor) could reasonably be expected to result in a Superior Proposal (any such Person or group of Persons, an "Excluded Party"), the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall use its reasonable best efforts to instruct and cause its and its Subsidiaries' other Representatives to, (i) at 12:00 a.m. on the 35th calendar day after the date of this Agreement (the "No-Shop Period Start Date") immediately cease any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms hereof Article VIII, not (the “Specified Time”), neither the Company nor any of its Subsidiaries shall, and the Company shall use reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”A) not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly induce or encourage, encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any constitutes an Acquisition Proposal; or , (iiB) enter intoengage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person provide any non-public information for or data concerning the purpose of encouragingCompany or its Subsidiaries to any Person relating to, facilitating or inducing, the making of any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement (including Section 6.1(f)), in response to an Acquisition Proposal that did not result from a breach of this Agreement and that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) could be reasonably expected to lead to a Superior Proposal, and subject to compliance with Section 6.1(c), the Company may (A) furnish information with respect to the Company to any Person (and the Representatives of such Person) making such Acquisition Proposal, pursuant to a confidentiality agreement not materially less restrictive of the other party than the Confidentiality Agreement, (B) engage in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such Person and its Representatives regarding any such Acquisition Proposal, and (C) amend, enter into any agreement or grant a waiver or release under, any standstill or similar agreement in principle with respect to any Company Common StockAcquisition Proposal (other than a confidentiality agreement referred to in Section 6.2(a) or Section 6.2(c)), or (D) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal.