Common use of No Negotiation Clause in Contracts

No Negotiation. During the Pre-Closing Period, the Company shall ensure that none of the Acquired Corporations and no Representative of any Acquired Corporation shall, directly or indirectly: (a) solicit, facilitate or encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly notify Parent in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction (including the identity of the Person making or submitting such inquiry, proposal or offer, and the terms thereof) that is received by the Company, any other Acquired Corporation, any of the Key Stockholders or any Representative of any Acquired Corporation or of any Key Stockholder during the Pre-Closing Period.

No Negotiation. During the Pre-Closing Period, the Company shall not, and shall ensure that none no Representative of the Company, nor any Acquired Corporations and no Company nor any Representative of any Acquired Corporation Company shall, directly or indirectly: (a) solicit, facilitate solicit or knowingly encourage the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement agreement, understanding or arrangement with, or provide any non-public information to, any Person (other than ParentParent or its Representatives) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. During The Company shall promptly (and in any event within 24 hours of receipt thereof) notify Parent orally and in writing of any inquiry, indication of interest, proposal, offer or request for non-public information relating to a possible Acquisition Transaction that is received by any Acquired Company during the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder which notice shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “include: (a)” through “(c)” of the preceding sentence. The Company shall promptly notify Parent in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction (including i) the identity of the Person making or submitting such inquiry, proposal indication of interest, proposal, offer or offerrequest, and the terms and conditions thereof; and (ii) that is received by the Companyan accurate and complete copy of all written materials provided in connection with such inquiry, any other Acquired Corporationindication of interest, any of the Key Stockholders proposal, offer or any Representative of any Acquired Corporation or of any Key Stockholder during the Pre-Closing Periodrequest).

No Negotiation. During (a) The Company acknowledges and agrees that, during the Pre-Closing Period, the Company shall ensure that none will not, and will not permit any of the Acquired Corporations and no Representative of any Acquired Corporation shallCompany’s Representatives or Company Stockholders to, directly or indirectly: : (ai) solicit, initiate, knowingly encourage or knowingly facilitate or encourage the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; ; (bii) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent) relating to or in connection with a possible Acquisition Transaction; or or (ciii) considerentertain, entertain consider or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder . (b) The Company shall, shall cause each of its Representatives to, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shalluse its reasonable efforts to cause the Company Stockholders to, directly immediately discontinue any ongoing discussions or indirectlynegotiations (other than any ongoing discussions with Parent) relating to a possible Acquisition Transaction, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company and shall promptly notify inform Parent in writing of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Transaction (including but not the terms of any of the foregoing or the identity of such person or entity. (c) The Company shall not (and shall cause each of its Representatives not to) release any third party from the Person making or submitting such inquiry, proposal or offer, confidentiality and the terms thereof) that is received by the Company, any other Acquired Corporation, any of the Key Stockholders or any Representative standstill provisions of any Acquired Corporation or of any Key Stockholder during agreement to which the Pre-Closing PeriodCompany is a party.

No Negotiation. During the Pre-Closing Period, the Company shall not, and shall ensure that none of the no Acquired Corporations Company and no Representative of any Acquired Corporation Company shall, directly or indirectly: (a) solicit, encourage or facilitate or encourage the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement agreement, understanding or arrangement with, or provide any non-public information to, any Person (other than ParentParent or its Representatives) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly notify (and in any event within 24 hours after receipt thereof) give Parent notice orally and in writing of any inquiry, proposal indication of interest, proposal, offer or offer request for non-public information relating to a possible Acquisition Transaction that is received by any Acquired Company or any Representative of any Acquired Company during the Pre-Closing Period. Such notice shall include: (including i) the identity of the Person making or submitting such inquiry, proposal indication of interest, proposal, offer or offerrequest, and the terms and conditions thereof; and (ii) that is received by the Companyan accurate and complete copy of: (A) all written materials provided in connection with such inquiry, any other Acquired Corporationindication of interest, any proposal, offer or request; and (B) a summary of the Key Stockholders all oral communications provided in connection with such inquiry, indication of interest, proposal, offer or any Representative of any Acquired Corporation or of any Key Stockholder during the Pre-Closing Periodrequest.

No Negotiation. During the Pre-Closing Period, neither the Company nor any of the Key Stockholders shall (and the Company shall ensure that none of the Acquired Corporations and no Representative nor any of the Representatives of any of the Acquired Corporation Corporations shall), directly or indirectly: (a) solicit, knowingly facilitate or encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly notify Parent in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction (including the identity of the Person making or submitting such inquiry, proposal or offer, and the terms thereof) that is received by or on behalf of the Company, any other Acquired Corporation, Corporation or any of the Key Stockholders or any Representative of any Acquired Corporation or of any Key Stockholder during the Pre-Closing Period. (For purposes of this Agreement, “participate” shall not include (i) actions performed in a purely ministerial capacity which are not performed to circumvent the above restrictions or (ii) responses to unsolicited contacts by third parties that such persons are not permitted to discuss the matter.)

No Negotiation. During the Pre-Closing Period, the Company shall not, and shall ensure that none no other Acquired Company, director, officer, employee of any Acquired Company or ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall, and shall direct each of the attorneys, accountants, advisors and other representatives or agents of the Acquired Corporations and no Representative of any Acquired Corporation shall, directly or indirectlyCompanies not to: (a) solicit, facilitate solicit or encourage or facilitate the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement agreement, understanding or arrangement with, or provide any non-public information to, any Person (other than ParentParent or its Representatives) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly notify (and in any event within 24 hours after receipt thereof) give Parent notice in writing of any inquiryindication of interest, proposal proposal, offer, bona fide inquiry from a potential acquiror or offer request for non-public information, in each case, relating to a possible Acquisition Transaction that is received by any Acquired Company during the Pre-Closing Period. Such notice shall include (including x) the identity of the Person making or submitting such inquiry, proposal indication of interest, proposal, offer or offerrequest, and the terms and conditions thereof, and (y) that is received by the Companyan accurate and complete copy of (i) all written materials provided in connection with such inquiry, any other Acquired Corporationindication of interest, any proposal, offer or request, and (ii) a summary of the Key Stockholders all oral communications provided in connection with such inquiry, indication of interest, proposal, offer or any Representative of any Acquired Corporation or of any Key Stockholder during the Pre-Closing Periodrequest.

No Negotiation. During the Pre-Closing Period, the Company shall ensure that none neither the Acquired Companies nor any Representative of any of the Acquired Corporations and no Representative of any Acquired Corporation Companies shall, directly or indirectly: (a) solicit, facilitate or knowingly encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent) relating to or in connection with a possible Acquisition TransactionTransaction (other than to communicate that discussions cannot occur at this time); or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly notify Parent in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction (including the identity of the Person making or submitting such inquiry, proposal or offer, and the terms thereof, unless the disclosure of such identity would violate any confidentiality agreement by which the Company is bound as of the date of this Agreement) that is received by the Company, any other Acquired Corporation, any of the Key Stockholders Acquired Companies or any Representative of any of the Acquired Corporation or of any Key Stockholder Companies during the Pre-Closing Period.

No Negotiation. During the Pre-Closing Period, neither the Company nor the Selling Holders shall, and neither the Company nor the Selling Holders shall ensure that none authorize or permit the Company or any Representative of the Acquired Corporations and no Representative of any Acquired Corporation shall, directly Company or indirectlythe Selling Holder to: (a) solicit, facilitate solicit or encourage the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than ParentPurchaser) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement agreement, understanding or arrangement with, or provide any non-public information to, any Person (other than Parentthe Purchaser or its Representatives) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parentthe Purchaser) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly (and in any event within 48 hours of receipt thereof) notify Parent the Purchaser in writing of any inquiry, indication of interest, proposal or offer relating to a possible Acquisition Transaction that is received by the Company or any of the Selling Holders during the Pre-Closing Period (including the identity of the Person making or submitting such inquiry, indication of interest, proposal or offer, and the terms thereof) that is received by the Company, any other Acquired Corporation, any of the Key Stockholders or any Representative of any Acquired Corporation or of any Key Stockholder during the Pre-Closing Period).

No Negotiation. During the Pre-Closing Period, neither the Company nor any of the Selling Shareholders shall (and the Company shall ensure that none of the Acquired Corporations and no Representative nor any Representatives of any of the Acquired Corporation Corporations shall), directly or indirectly: (a) solicit, facilitate or encourage the initiation of any inquiry, proposal or offer from any Person (other than ParentParent and Purchaser) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than ParentParent and Purchaser) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than ParentParent and Purchaser) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly notify Parent and Purchaser in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction (including the identity of the Person making or submitting such inquiry, proposal or offer, and the terms thereof) that is received by or on behalf of the Company, any other Acquired Corporation, Company or any of the Key Stockholders or any Representative of any Acquired Corporation or of any Key Stockholder Selling Shareholders during the Pre-Closing Period.

No Negotiation. During the Pre-Closing Period, neither the Company shall ensure that none nor any of the Acquired Corporations and no Representative of any Acquired Corporation Signing Shareholders shall, directly or indirectly: (a) solicit, facilitate solicit or encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent) relating to or in connection with a possible Acquisition TransactionTransaction (provided, however, that response to an inquiry or proposal by doing no more than saying that the Company is a party to this Agreement and that under this Agreement the Company is prohibited from soliciting, encouraging, discussing, considering, entertaining or accepting any such inquiry or proposal shall not in itself be deemed participating in discussions with the other Person in violation of this Agreement); or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly notify Parent in writing of any material inquiry, proposal or offer relating to a possible Acquisition Transaction (including with respect to the identity of the Person making or submitting such inquiry, proposal or offer, and the terms thereof) Company that is received by the Company, any other Acquired Corporation, Company or any of the Key Stockholders or any Representative of any Acquired Corporation or of any Key Stockholder Signing Shareholders during the Pre-Closing Period.

No Negotiation. During (a) The Company acknowledges and agrees that during the Prepre-Closing Period, Period the Company shall ensure that none will not, and will not permit any of the Acquired Corporations its Representatives and no Representative of any Acquired Corporation shallAssociates to, directly or indirectly: : (ai) solicit, facilitate solicit or encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction; ; (bii) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information toor afford access to the properties, books or records of the Company to any Person (other than Parent) Parent or its Affiliates relating to or in connection with a possible Acquisition Transaction; or or (ciii) consider, entertain or accept any proposal or offer from any Person (other than Parent or its Affiliates) relating to a possible Acquisition Transaction. (b) The Company shall, and shall cause each of its Representatives to, immediately discontinue any ongoing discussions or negotiations (other than any ongoing discussions with Parent) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company shall promptly notify provide Parent in writing with an oral and a written description of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Transaction (including the identity of the Person making or submitting such inquiry, proposal or offer, and the terms thereof) that is received by the Company, any other Acquired Corporation, Company or by any of the Key Stockholders Company's Representatives from any person or any Representative of any Acquired Corporation or of any Key Stockholder entity (other than Parent) during the Pre-Closing Period. The parties acknowledge that any breach of the foregoing provisions by any Representative of the Company, including without limitation, any shareholders acting as Representatives of the Company, shall be deemed a breach by the Company.

No Negotiation. During the Pre-Closing Period, (a) The Company acknowledges and agrees that the Company shall ensure that none will not, and will not permit any of the Acquired Corporations and no Representative of any Acquired Corporation shallCompany's Representatives to, directly or indirectly: : (ai) solicit, initiate, encourage or facilitate or encourage the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than Parent) relating to a possible Company Acquisition Transaction; ; (bii) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent) relating to or in connection with a possible Company Acquisition Transaction; or or (ciii) consider, entertain or accept any proposal or offer from any Person (other than Parent) relating to a possible Company Acquisition Transaction. During ; it being understood that if any Person (other than Parent) makes any such proposal or offer, the Pre-Closing Period, no Key Stockholder shall, Company shall respond only that the Company is a party to this Agreement and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take the Company may not engage in any of the actions referred to in clauses “prohibited by this Section 4.4. (a)” through “(c)” of the preceding sentence. b) The Company shall promptly notify Parent orally and in writing of any inquiryexpressions of interest, proposal inquiries, offers or offer proposals relating to a possible Company Acquisition Transaction Proposal received by the Company or the Company's Representatives from any Person (including other than Parent) after the date of this Agreement (including, without limitation, the terms and conditions of any such proposal and the identity of the Person person making or submitting such inquiryit), proposal or offerwithin 24 hours of the receipt thereof. (c) The Company shall, and the terms thereofshall cause each of its Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Parent) that is received by the Company, relate to any other Acquired Corporation, any of the Key Stockholders or any Representative of any Acquired Corporation or of any Key Stockholder during the Pre-Closing PeriodCompany Acquisition Proposal.

No Negotiation. During the Pre-Closing Period, the Company shall ensure that none of the Acquired Corporations and no Representative of any Acquired Corporation Company or the Selling Shareholders shall, directly and none of the Company or indirectlythe Selling Shareholders shall authorize or permit, the Company or Selling Shareholder to: (a) solicit, facilitate solicit or encourage the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than ParentPurchaser) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement agreement, understanding or arrangement with, or provide any non-public information to, any Person (other than ParentPurchaser or its Representatives) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than ParentPurchaser) relating to a possible Acquisition Transaction. During the Pre-Closing Period, no Key Stockholder shall, and each Key Stockholder shall ensure that no Representative of such Key Stockholder shall, directly or indirectly, take any of the actions referred to in clauses “(a)” through “(c)” of the preceding sentence. The Company and the Selling Stockholders shall promptly (and in any event within 48 hours of receipt thereof) notify Parent Purchaser in writing of any inquiry, indication of interest, proposal or offer relating to a possible Acquisition Transaction that is received by the Company or the Selling Stockholders during the Pre-Closing Period (including the identity of the Person making or submitting such inquiry, indication of interest, proposal or offer, and the terms thereof) that is received by the Company, any other Acquired Corporation, any of the Key Stockholders or any Representative of any Acquired Corporation or of any Key Stockholder during the Pre-Closing Period).