Common use of No Negotiations Clause in Contracts

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Stock, the Assets or Company. Company and Sellers will refrain, and will cause each Representative of Company or Sellers to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than PurchaserPurchaser and Parent) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the StockCompany Equity, the Assets or Company. Company and Sellers will refrain, and will cause each Representative of Company or Sellers their respective Representatives to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than PurchaserPurchaser and Parent) relating to an acquisition of the StockCompany Equity, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the StockCompany Equity, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than PurchaserPurchaser and Parent) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with PurchaserPurchaser and Parent) with respect to an acquisition of the StockCompany Equity, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser or Parent in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to PurchaserPurchaser or Parent, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company. Notwithstanding the foregoing, Wachovia Capital Partners 2004, LLC (“WCP”) may, prior to Closing, transfer the Company Equity held by it to an Affiliate of WCP that assumes and agrees to perform WCP’s obligations hereunder.

No Negotiations. Company From and Sellers shall, after the Effective Date and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons continuing until the earlier of: (other than Purchasera) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition end of the StockTerm; (b) the termination of this Agreement; or (c) the Closing of the Merger, the Assets or Company. Company shall not (and Sellers will refrain, the Company shall ensure that none of the Company Subsidiaries and will cause each Representative none of the Representatives of the Company or Sellers to refrain from takingany of the Company Subsidiaries shall), directly or indirectly: (a) solicit, any action (i) to solicit facilitate or initiate encourage the submission initiation of any inquiry, proposal or indication of interest offer from any Person (other than PurchaserAxcan) relating to an acquisition of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, a possible Acquisition Transaction; (iib) to participate in any discussions or negotiations regardingor enter into any agreement with, or furnish to provide any non-public information to, any Person (other than Axcan) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any information with respect toproposal or offer from any Person (other than Axcan) relating to a possible Acquisition Transaction. The Company shall promptly notify Axcan 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 Company Subsidiary or any of the stockholders of the Company during the period referred to in the preceding sentence. “Acquisition Transaction” shall mean any transaction (other than and not including Allowed Securities Issuances, Repurchases and matters related to the Divestiture) involving: (a) the sale, license, disposition or acquisition of all or a substantial portion of the business or assets of the Company or any Company Subsidiary; (b) * Confidential treatment requested. the issuance, disposition or acquisition of (i) any capital stock or other equity security of the Company or any Company Subsidiary, (ii) any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock or other equity security of the Company or any Company Subsidiary, or (iii) any security, instrument or obligation that is or may reasonably be expected to lead to, an acquisition become convertible into or exchangeable for any capital stock or other equity security of the Stock, the Assets or Company or any Company Subsidiary; or (c) any merger, consolidation, combination, share exchange, recapitalizationbusiness combination, liquidation reorganization, recapitalization or dissolution similar transaction involving the Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on CompanySubsidiary.

No Negotiations. Company From and after the date of this Agreement until the earlier to occur of the Closing or termination of this Agreement pursuant to its terms, the Sellers shallshall not, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposedAltitun and its officers, potential or contemplated acquisition of the Stockdirectors, the Assets or Company. Company employees, agents, representatives and Sellers will refrainaffiliates, and will cause each Representative of Company or Sellers to refrain from takingnot to, directly or indirectlyindirectly solicit, any action (i) to solicit initiate or initiate the encourage submission of any proposal or indication of interest offer from any Person (other than Purchaserincluding any of its or their officers or employees, representatives, agents, or affiliates) relating to an acquisition of the Stockany liquidation, the Assets or Company or any merger, consolidation, combination, share exchangedissolution, recapitalization, liquidation tender or dissolution exchange offer, solicitation of proxies, merger, consolidation or acquisition or purchase of all or a material portion of the assets of, or any equity interest in, Altitun or other similar transaction or business combination involving CompanyAltitun, (ii) to or participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or that 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. The Sellers shall promptly notify Purchaser if any such proposal or offer, or any inquiry from or contact with any Person with respect thereto, is made and shall promptly provide Purchaser with such information regarding such proposal, offer, inquiry or contact as Purchaser may reasonably be expected request. In addition, from and after the date of this Agreement, until the earlier to lead occur of the Closing or the termination of this Agreement pursuant to its terms, the Sellers shall not, and shall cause Altitun and its directors, officers, employees, representatives, agents and affiliates not to, an acquisition directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal made by any Person or indication of interest group (other than Purchaser) relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize; provided, engage inhowever, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Stockthat nothing contained herein shall prohibit Sellers, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (Altitun or any proposal of its officers, directors, employees, agents or indication representatives from maintaining existing relations related to the current plans for raising of interest relating to capital for Altitun, which plans do not involve any transaction described above or that would otherwise cause a change of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms control of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on CompanyAltitun.

No Negotiations. Parent, Company and Sellers Stockholder shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons Person (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Company Common Stock, the Assets or Company. Parent, Company and Sellers Stockholder will refrain, and will cause each Representative of Company or Sellers their respective Representatives to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Company Common Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section 5.7 is received by Company or SellersParent, Company and Sellers agree and/or Stockholder, such party(ies) agrees to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers such party(ies) will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. (a) The Company Entities and Sellers shall, the Seller acknowledge and agree that the Purchaser has made and shall cause their respective Representatives continue to immediately cease any existing discussion or make substantial expenditures of time, effort and expense in connection with its due diligence efforts and the consideration and negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Stocktransactions contemplated by this Agreement. During the Interim Period, the Assets or Company. Company Entities and Sellers the Seller will refrain, and will cause each Representative of Company or Sellers their respective Representatives to refrain from taking, directly or indirectly, any action (i) to solicit solicit, initiate or initiate knowingly facilitate or encourage any inquiries or the submission of any proposal or indication of interest from any Person (other than the Purchaser) relating unrelated to the Company or its Affiliates with respect to an acquisition of a significant portion of the Stockoutstanding equity or material Assets, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Companyany Company Entity (an “Alternative Proposal”, provided that “Alternative Proposal” specifically excludes the sale, lease, license, transfer or disposition of the Seller and its Affiliates (other than the Company Entities) taken as a whole), (ii) to enter into, continue, knowingly encourage or facilitate or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company Alternative Proposal (or any proposal or indication of interest relating to any of the foregoingthereto) with any Person (other than the Purchaser) or ), (iii) to authorize, engage in, execute or enter into any agreement agreement, letter of intent, Contract or understanding with any Person (other than with the Purchaser) with respect to an acquisition Alternative Proposal or (iv) waive, terminate, or modify or fail to enforce any provision of the Stock, the Assets any “standstill” or Company similar obligation of any Person (other than Purchaser or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating its Affiliates) with respect to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.Entity;

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives Designees to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Company Stock, the Assets or Company. Company and Sellers will refrain, and will cause each Representative Designee of Company or Sellers to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Company Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Company Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Company Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives each Seller agree to immediately cease any existing discussion or negotiation with any Persons Person (other than Purchaser) conducted prior to the date hereof of this Agreement with respect to (a) any proposed, potential or contemplated acquisition of Company Shares, any assets of Company or (b) participation in the StockPotential Project, except as needed to negotiate any agreements or transactions in connection with the Assets or CompanyPotential Project as contemplated in this Agreement. Company and Sellers each Seller will refrain, and will cause each Representative of Company or Sellers their respective Representatives to refrain refrain, from taking, directly or indirectly, any action (ix) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the StockCompany Shares, the Assets or assets of Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, or participation in the Potential Project (iiexcept as needed to negotiate any agreements or transactions in connection with the Potential Project as contemplated in this Agreement), (y) to participate in any discussions discussion or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the StockCompany Shares, the Assets or assets of Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company Company, or participation in the Potential Project (except as needed to negotiate any agreements or transactions in connection with the Potential Project contemplated in this Agreement) or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) Purchaser or (iiiz) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the StockCompany Shares, the Assets or assets of Company or a any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company Company, or participation in the Potential Project (except as needed to negotiate any agreements or transactions in connection with the Potential Project as contemplated in this Agreement) or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section 4.4 is received by Company or Sellersany Seller, Company and Sellers agree such party(ies) agrees to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity identify of the prospective purchaser) to Purchaser, and Company and Sellers such party(ies) will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Company Common Stock, the Assets or Company. Company and Sellers will refrainnot, and will cause each Representative of Company or Sellers to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Company Common Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) ). Notwithstanding the foregoing, if a Seller desires to Purchasertransfer his or her Company Common Stock for estate planning purposes between the date hereof and the Closing Date, such Seller shall notify the Parent and the Seller Representative in writing and provide all information regarding the transfer that the Parent or Seller Representative requests. If both the Parent and the Seller Representative consent to the transfer in writing, then the Seller shall be permitted to transfer the applicable Company and Sellers will notify any prospective purchaser Common Stock upon the execution by the transferee of their obligations hereunder and assure a counterpart signature to this Agreement providing that any such disclosure does not violate any agreement binding on Companythe transferee is a party to this Agreement as a Seller.

No Negotiations. Company Company, Parent and Sellers the Stockholders shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the StockEquity, the Assets Assets, the Parent or the Company. Company Company, Parent and Sellers the Stockholders will refrain, and will cause each Representative of Company or Sellers Company, Parent and the Stockholders to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the StockEquity, the Assets Assets, the Parent or the Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Parent or Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the StockEquity, the Assets Assets, the Parent or the Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Parent or Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the StockEquity, the Assets Assets, the Parent or the Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Parent or Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section is received by Parent, Company or Sellersany Stockholder, Company Company, Parent and Sellers the Stockholders agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company Company, Parent and Sellers the Stockholders will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Company Common Stock, the Assets or Company. Company and Sellers will refrain, and will cause each Representative of Company or Sellers to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to could lead to, an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Company Common Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section 5.6 is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.