to any end user, customer, reseller or distributor, in each case other than in the ordinary course of business; or (7) waive, release, grant, encumber or transfer any right of material value to Medallia and its subsidiaries, taken as a whole, other than in the ordinary course of business;
enter into any material contract that is outside the ordinary course of business;
modify, amend, terminate or assign, or waive or assign any rights under any material contract in any material manner, except in the ordinary course of business or pursuant to Medallia’s reasonable business judgment;
negotiate, modify, extend, terminate or enter into any labor agreement, or recognize or certify any labor union, works council or other labor organization as the bargaining representative for any employees of Medallia or its subsidiaries;
waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any service provider;
sell, assign, transfer, lease, license, abandon, let lapse, cancel, dispose of, or otherwise subject to any lien any material Medallia intellectual property, except for non-exclusive licenses of intellectual property entered in the ordinary course of business;
disclose or abandon any material trade secrets except in the ordinary course of business and to the extent not economically desirable to maintain for the conduct of the business of Medallia and its subsidiaries, or disclose, license, make available, or deliver any source code for any Medallia software to any person except to a third-party service provider or other agent obligated in writing to (1) maintain the confidentiality of, and not disclose, such source code; and (2) use such source code only in the provision of services to Medallia or any of its subsidiaries;
make any material change to Medallia’s or any of its subsidiaries’ policies or procedures with respect to their processing of personal information, except as required by applicable law; or
enter into or agree or commit to enter into a contract to take any such prohibited actions.
Solicitation of Other Acquisition Offers
Under the merger agreement, during the period commencing with the execution and delivery of the merger agreement and continuing until the no-shop period start date, and, subject to certain conditions as set forth in the merger agreement, continuing beyond the no-shop period start date with respect to any excluded party, Medallia, its subsidiaries and their respective representatives have the right, acting pursuant to the direction of the Medallia Board (or a committee thereof), to, directly or indirectly:
initiate, solicit, propose, induce or encourage the making, submission or announcement of one or more acquisition proposals from any person or its representatives;
continue, enter into, participate in or engage in any discussions or negotiations with any person or its representatives with respect to one or more acquisition proposals or any other proposals that could lead to an acquisition proposal; and
otherwise cooperate with, assist or take any action to facilitate any acquisition proposal or any other proposals that could lead to any acquisition proposal.
On the no-shop period start date, Medallia has agreed to cease and cause to be terminated any discussions or negotiations with, and terminate any data room access (or other access to diligence) of, any person (other than any excluded party) and its representatives.
During the period commencing with the no-shop period start date and continuing until the effective time of the merger (or the earlier termination of the merger agreement), Medallia has agreed that it will not, and will cause its subsidiaries and their respective directors and executive officers not to, and it will not authorize or direct any of its or its subsidiaries’ employees, consultants or other representatives to, directly or indirectly (except with respect to any excluded party):
solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal;