Common use of No Inconsistent Negotiations Clause in Contracts

No Inconsistent Negotiations. Subject to fiduciary obligations under law as advised by counsel in writing, through the Closing Date, neither HeadHunter nor the Shareholder shall take any of the following actions, or permit any agent of HeadHunter, directly or indirectly, to take any of the following actions: (i) take any action to solicit, initiate or encourage the submission of a Proposal; or (ii) participate in any negotiations regarding, or furnish to any other person any non-public information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate, or encourage, any effort or attempt by any other person to do or seek any of the foregoing. HeadHunter and the Shareholder shall notify ITC promptly if any Proposal, or any inquiry or contact with any person with respect thereto, is made and shall, in any such notice to ITC, indicate in reasonable detail the identity of the offeror and the terms and conditions of the Proposal, including the proposed financing for such Proposal. HeadHunter shall respond to any such Proposal only to the extent required by fiduciary obligations under law, as advised by its counsel in writing.