Common use of Mutual Exclusivity Clause in Contracts

Mutual Exclusivity. During the period from the Execution Date until the Closing or the earlier termination of this Agreement pursuant to Article XI hereof, none of the Parties, nor any of their respective Representatives (including without limitation their investment bankers, attorneys and accountants), shall take or permit any other Person on its behalf to take, directly or indirectly, any action to encourage, initiate or engage in discussions or negotiations with, or provide any information to, any Person (other than the other Parties or their respective Representatives) concerning any purchase of the Company Shares, any merger, acquisition, consolidation, recapitalization, liquidation, or dissolution involving the applicable Parties, any sale of all or substantially all of the assets of such Party or similar transaction involving the Parties (other than assets sold in the ordinary course of business) (each such transaction being referred to herein as a “Proposed Acquisition Transaction”). The Parties shall, and shall cause their respective Representatives to, terminate any and all negotiations or discussions with any third party regarding any proposal concerning any Proposed Acquisition Transaction. Each of the Parties hereby represents that it is not now engaged in discussions or negotiations with any Person other than the other Parties or their respective Affiliates with respect to any Proposed Acquisitions Transaction. Each of the Parties agree not to release any third party from, or waive any provision of, any confidentiality or stand-still agreement to which they (or any of them) are party.