Common use of NO NEGOTIATIONS, ETC Clause in Contracts

NO NEGOTIATIONS, ETC. The Company shall not and shall cause the Holders and their respective Representatives not to, directly or indirectly solicit, initiate, or enter into any discussions or negotiations or continue in any way any discussions or negotiations with any Person or group of Persons regarding any Competing Transaction (defined below). The Company shall promptly but not later than 48 hours of the occurrence of the relevant event notify Parent orally and in writing if any inquiries, proposals, or requests for information concerning a Competing Transaction are received by the Company, the Holders or any of their respective Representatives. The written notice shall include the identity of the Person making such inquiry, proposal, or request and the terms and conditions thereof as well as a copy of such inquiry proposal or request. For purposes of this Section 5.12, “Competing Transaction” means a transaction or a series of related transactions (other than the Transactions, including the Merger) involving (i) any sale of stock or other equity interests in the Company, (ii) a merger, consolidation, share exchange, business combination, or other similar transaction involving the Company (iii) any sale, lease, exchange, exclusive license, mortgage, pledge, transfer, or other disposition of 10% or more of the assets of the Company or (iv) any other transaction or series of transactions which could reasonably preclude the consummation of the Transactions (including the Merger).

NO NEGOTIATIONS, ETC. The Company shall not not, and shall cause its Representatives and the Holders Stockholders and their respective Representatives not to, directly or indirectly solicit, initiate, or enter into any discussions or negotiations or continue in any way any discussions or negotiations with any Person or group of Persons regarding any Competing Transaction (defined below). The Company shall promptly but not later than 48 hours of the occurrence of the relevant event notify Parent orally and in writing if any inquiries, proposals, or requests for information concerning a Competing Transaction are received by the Company, any of the Holders Stockholders or any of their respective Representatives. The written notice shall include the identity of the Person making such inquiry, proposal, or request and the terms and conditions thereof as well as a copy of such inquiry proposal or request. For purposes of this Section 5.12, “Competing Transaction” means a transaction or a series of related transactions (other than the Transactions, including the Merger) involving (i) any sale of stock or other equity interests in the Company, (ii) a merger, consolidation, share exchange, business combination, or other similar transaction involving the Company (iii) any sale, lease, exchange, exclusive license, mortgage, pledge, transfer, or other disposition of 10% or more of the assets of the Company or (iv) any other transaction or series of transactions which could reasonably preclude the consummation of the Transactions (including the Merger).. 5.13

NO NEGOTIATIONS, ETC. The Company shall not and shall cause the Holders and their respective Representatives not to, directly or indirectly solicit, initiate, or enter into any discussions or negotiations or continue in any way any discussions or negotiations with any Person or group of Persons regarding any Competing Transaction (defined below)Transaction. The Company shall promptly but not later than 48 forty-eight (48) hours of following the occurrence of the relevant event notify Parent orally and in writing if any inquiries, proposals, or requests for information concerning a Competing Transaction are received by the Company, the Holders or any of their respective Representatives. The written notice shall include the identity of the Person making such inquiry, proposal, or request and the terms and conditions thereof as well as a copy of such inquiry proposal or request. For purposes of this Section 5.12Agreement, “Competing Transaction” means a transaction or a series of related transactions (other than the Transactions, including the Merger) involving (ia) any sale of stock or other equity interests in the CompanyCompany (provided the Company may issue shares of Company Common Stock upon the conversion of outstanding shares of Company Preferred Stock or the exercise of Company Options or Company Warrants that are outstanding on the Agreement Date and in accordance with the terms thereof), (iib) a merger, consolidation, share exchange, business combination, or other similar transaction involving the Company Company, (iiic) any sale, lease, exchange, exclusive licenselicense (other than in the Ordinary Course of Business), mortgage, pledge, transfer, or other disposition of 10% or more of the assets of the Company (other than disposition of inventory in the Ordinary Course of Business), or (ivd) any other transaction or series of transactions which could reasonably preclude the consummation of the Transactions (including the Merger).

NO NEGOTIATIONS, ETC. The Company Sellers shall not not, and shall cause the Holders Company and their respective Representatives not to, directly or indirectly solicit, initiate, or enter into any discussions or negotiations or continue in any way any discussions or negotiations with any Person or group of Persons regarding any Competing Transaction (defined below)Transaction. The Company Sellers shall promptly but not later than 48 forty-eight (48) hours of following the occurrence of the relevant event notify Parent Buyer orally and in writing if any inquiries, proposals, or requests for information concerning a Competing Transaction are received by the Company, the Holders Sellers or any of their respective Representatives. The written notice shall include the identity of the Person making such inquiry, proposal, or request and the terms and conditions thereof as well as a copy of such inquiry proposal or request. For purposes of this Section 5.12Agreement, “Competing Transaction” means a transaction or a series of related transactions (other than the Transactions, including the Merger) involving (ia) any sale of stock or other equity interests in the Company, (iib) a merger, consolidation, share exchange, business combination, or other similar transaction involving the Company Company, (iiic) any sale, lease, exchange, exclusive licenselicense (other than in the Ordinary Course of Business), mortgage, pledge, transfer, or other disposition of 10% or more of the assets of the Company (other than disposition of inventory in the Ordinary Course of Business), or (ivd) any other transaction or series of transactions which could reasonably preclude the consummation of the Transactions (including the Merger)Transactions.