Common use of No Negotiation Clause in Contracts

No Negotiation. (a) Until the earlier of the Closing or the termination of this Agreement pursuant to Article IX, neither the Company nor any of the Stockholders shall directly or indirectly, and shall not authorize or permit the Company or any Representative of the Company to, directly or indirectly (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Company and the Stockholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.4 by the Company.

No Negotiation. (a) Until the earlier None of the Closing or Acquired Companies nor the termination of this Agreement pursuant to Article IX, neither the Company Seller nor any of the Stockholders their respective Representatives shall directly or indirectly, and shall not authorize or permit the Company or any Representative of the Company to, directly or indirectly (i) solicit, initiate, encourage, or knowingly encourage or induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer contemplating or otherwise relating related to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to an Acquisition Proposalany such inquiries or the making of any such proposal or offer, (ii) furnish any information regarding the Company Acquired Companies to any Person in connection with or in response to an Acquisition Proposal Transaction or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition ProposalTransaction, (iii) engage in discussions or negotiations with any Person with respect to a potential any Acquisition Transaction or an Acquisition ProposalTransaction, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Transaction or (vvi) enter into any letter of intent or similar document or any Contract contemplating having a primary purpose of effectuating, or otherwise relating to which would effect, any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Company Acquired Companies and the Stockholders Seller acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the CompanyAcquired Companies or the Seller, whether or not such Representative is purporting to act on behalf of the CompanyAcquired Companies or the Seller, shall be deemed to constitute a breach of this Section 5.4 4.3 by the CompanyAcquired Companies and the Seller.

No Negotiation. (a) Until the earlier of the Closing or the termination of this Agreement pursuant to Article IXARTICLE X, neither the Company nor any of the Stockholders Seller shall not, directly or indirectly, and shall not authorize or permit the Company or the Other Seller Subsidiaries or any Representative of the Company to, foregoing directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding the Company or the Other Seller Subsidiaries to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition TransactionProposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Company Seller acknowledges and the Stockholders acknowledge and agree agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the CompanyCompany or the Other Seller Subsidiaries, whether or not such Representative is purporting to act on behalf of the CompanyCompany or the Other Seller Subsidiaries, shall be deemed to constitute a breach of this Section 5.4 by the CompanySeller.

No Negotiation. (a) Until From the earlier of date hereof until the Closing or the termination of this Agreement pursuant to Article IXClosing, neither the Company nor any of the Stockholders shall directly or indirectlyPurchaser shall, and each shall cause its respective Affiliates and its and their respective Representatives not authorize or permit the Company or any Representative of the Company to, directly or indirectly indirectly: (i) solicit, initiatepropose, encourage, induce encourage or facilitate the making, initiation or submission or announcement of any inquiries or the making indication of any interest, proposal or offer contemplating or otherwise from any Person (other than such other party to this Agreement) relating to an a possible Acquisition Transaction (an “Acquisition Proposal”) Proposal or take any action that could would reasonably be expected to lead to an a possible Acquisition Proposal, ; (ii) furnish engage in, continue or otherwise participate in any discussions or negotiations or enter into any agreement, understanding or arrangement with, or provide any non-public information regarding the Company to to, any Person (other than the Purchaser, the Company, its Affiliates or their respective Representatives) relating to or in connection with or in response to an a possible Acquisition Proposal or an inquiry or indication of interest that could would reasonably be expected to lead to an a possible Acquisition Proposal, ; (iii) engage in discussions accept any proposal or negotiations with offer from any Person with respect (other than any other party to this Agreement or any of its Affiliates) relating to a potential Acquisition Transaction or an Acquisition Proposal, (iv) approve, endorse or recommend any possible Acquisition Proposal or that would reasonably be expected to lead to a possible Acquisition Transaction, or (v) enter into any letter Proposal. Each of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Company and the Stockholders acknowledge Purchaser shall, and agree that any violation of or the taking of any action inconsistent shall cause its respective Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any of Person (other than the restrictions set forth in the preceding sentence by any Representative of Purchaser or the Company, whether as the case may be, its respective Affiliates or not their respective Representatives) with respect to any possible Acquisition Proposal or that would reasonably be expected to lead to a possible Acquisition Proposal, and shall promptly (and in any event within 24 hours of receipt) notify such Representative is purporting other party hereto regarding the receipt of any new Acquisition Proposal, any request for non-public information or data in connection with an Acquisition Proposal or any request for discussions or negotiations relating to act on behalf an Acquisition Proposal (including the identity of such Person), in each case, after the date hereof and prior to the Closing. For purposes of this Agreement, an “Acquisition Proposal” means any Contract, offer, proposal or inquiry relating to, or any indication of interest in, any transaction or series of related transactions involving, directly or indirectly, (a) any acquisition of all or any material portion of the business of the Purchaser or the Company, shall be deemed as the case may be, including by way of equity purchase, asset purchase, merger, consolidation, share exchange, equity issuance, business combination or otherwise, or (b) any acquisition of beneficial ownership by any Person or group of twenty percent (20%) or more of the outstanding shares of Purchaser Common Stock or Membership Interests or any other securities entitled to constitute a breach vote on the election of this Section 5.4 by directors of the CompanyPurchaser or any tender or exchange offer that if consummated would result in any Person or group beneficially owning twenty percent (20%) or more of the outstanding shares of Purchaser Common Stock or any other securities entitled to vote on the election of directors of the Purchaser.

No Negotiation. (a) Until From the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article IXor the Closing, neither Seller and its Representatives will not, and Seller shall cause the Company nor any of the Stockholders shall and its Representatives not to, directly or indirectly, and shall not authorize or permit the Company or any Representative of the Company to, directly or indirectly (i) solicit, initiate, encourage, induce solicit or facilitate the making, submission or announcement of encourage any inquiries or the making of any proposal with respect to or offer contemplating (ii) engage or otherwise participate in negotiations concerning, provide any nonpublic information or data to, or have any discussions with, any person other than Buyer relating to any Spa Business Combination; provided, however, that prior to the effective date of the required Seller shareholder vote to adopt and approve this Agreement, this Section 6.6(a) shall not prohibit Seller from furnishing nonpublic information regarding Seller or the Spa Business to, or entering into discussions with, any Person in response to a Superior Offer or an Acquisition Transaction (an “Acquisition Proposal”) or take any action offer that could is reasonably be expected to lead to an Acquisition Proposala Superior Offer that is submitted to Seller by such Person (and not withdrawn) if (A) the Board concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for the Board to comply with its fiduciary obligations to Seller’s shareholders under applicable law, (iiB) Seller gives Buyer three (3) Business Days prior written notice of the identity of such Person and of Seller’s intention to furnish any information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transactionto, or (v) enter into any letter discussions with, such Person, and (C) Seller receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of intent all nonpublic information furnished to such Person by or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transactionon behalf of Seller. Without limiting the generality of the foregoing, the Company Seller acknowledges and the Stockholders acknowledge and agree agrees that any violation of or the taking of any action inconsistent with any of the restrictions provisions set forth in the preceding sentence by any Representative of the Company, whether or not such Representative is purporting to act on behalf of the Company, Seller shall be deemed to constitute a breach of this Section 5.4 by the Company.6.6

No Negotiation. (a) Until the earlier Each of the Closing Companies and the Selling Stockholders will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the termination date of this Agreement pursuant with respect to Article IXany Acquisition Proposal. Neither the Companies nor the Selling Stockholders will, neither the Company nor will any of them authorize or permit any of the Stockholders shall officers, directors, affiliates, stockholders or Employees of a Company or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing Persons, including any such Persons so authorized by either Company or the Selling Stockholders, collectively being the “Company Representatives”) to, directly or indirectly, and shall not authorize or permit the Company or any Representative of the Company to, directly or indirectly (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce (or facilitate assist in or cooperate with any Person in) the making, submission or announcement of any inquiries or the making inquiry, expression of any interest, proposal or offer contemplating that constitutes, or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could would reasonably be expected to lead to to, an Acquisition ProposalProposal (as hereinafter defined), (ii) furnish enter into, participate in, maintain or continue any information discussions, communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding the Company to any Person in connection with inquiry, expression of interest, proposal or in response to an Acquisition Proposal offer that constitutes, or an inquiry or indication of interest that could would reasonably be expected to lead to, an Acquisition Proposal, or otherwise take any action to facilitate any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) engage in discussions agree to, accept, approve, endorse or negotiations with recommend (or publicly propose or announce any Person with respect intention or desire to a potential Acquisition Transaction agree to, accept, approve, endorse or an recommend) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, or (v) enter into any letter of intent or similar document or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal or Acquisition Transaction. Without limiting to the generality of the foregoing, the Company and the Stockholders acknowledge and agree that any violation of or the taking vote of any action inconsistent with any security holders of the restrictions set forth in the preceding sentence by any Representative of the a Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute (vi) consummate or otherwise effect a breach of this Section 5.4 transaction providing for any transaction contemplated by the Companyan Acquisition Proposal.

No Negotiation. (a) Until the earlier of the Closing or the termination of this Agreement pursuant to Article IX, neither the Company nor any of the Stockholders shall directly or indirectly, and shall not authorize or permit the Company or any Representative of the Company to, directly or indirectly (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition TransactionProposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Company and the Stockholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.4 5.5 by the Company.

No Negotiation. (a) Until the earlier of the Closing or the termination of this Agreement pursuant to Article IXSection 8, neither the Company nor any and each of the Stockholders Shareholders hereby covenant with and undertake to Parent and Purchaser that the Company shall not, directly or indirectly, and shall not authorize or permit the Company or any Representative of the Company toCompany, directly or indirectly indirectly, to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any inquiries inquires or the making of any proposal or offer contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Company acknowledges and the Stockholders acknowledge and agree agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.4 by the Company.

No Negotiation. (a) Until During the earlier of Pre-Closing Period, the Closing Selling Stockholders shall not, and shall not cause or the termination of this Agreement pursuant to Article IX, neither allow the Company nor any of the Stockholders shall to, directly or indirectly, and the Selling Stockholders shall not and shall not authorize or permit any of the Company Acquired Companies or any Representative of any of the Company to, Acquired Companies directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Company Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Company and the Selling Stockholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the CompanyAcquired Companies, whether or not such Representative is purporting to act on behalf of any of the CompanyAcquired Companies, shall be deemed to constitute a breach of this Section 5.4 4.4 by the CompanySelling Stockholders.

No Negotiation. (a) Until the earlier of the Closing or the termination of this Agreement pursuant to Article IX, neither the Company Seller nor any of the Stockholders shall Sole Stockholder shall, directly or indirectly, and shall not authorize or permit the Company or any Representative of the Company to, directly or indirectly : (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) furnish any information regarding the Company Seller to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, ; (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, ; (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, Proposal; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, the Company Seller and the Stockholders Sole Stockholder acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the CompanySeller, whether or not such Representative is purporting to act on behalf of the CompanySeller, shall be deemed to constitute a breach of this Section 5.4 5.14 by the CompanySeller.

No Negotiation. (a) Until the earlier of the Closing or the termination of this Agreement pursuant to Article ARTICLE IX, neither each of the Company nor any of the Stockholders and each Stockholder shall not, directly or indirectly, and shall not authorize or permit the Company or any Representative of the Company to, directly or indirectly indirectly, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer contemplating or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding the Company or any Stockholder to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction. Without limiting the generality of the foregoing, each of the Company and the Stockholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.4 by the Company.

No Negotiation. (a) Until During the earlier of the Pre-Closing or the termination of this Agreement pursuant to Article IXPeriod, neither the Company nor any of the Stockholders Shareholders shall directly or indirectly, and shall not authorize or permit any of the Company other Acquired Entities or any Representative of any of the Company to, Acquired Entities directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer contemplating or otherwise relating to an Acquisition Transaction other than leases of the Real Property in the ordinary course of business (an “Acquisition Proposal”) or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Company Acquired Entities to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction (other than leases of Real Property in the ordinary course of business) or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition TransactionProposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Acquisition TransactionTransaction (other than leases of Real Property in the ordinary course of business). Without limiting the generality of the foregoing, the Company and the Stockholders Shareholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the CompanyAcquired Entities, whether or not such Representative is purporting to act on behalf of any of the CompanyAcquired Entities, shall be deemed to constitute a breach of this Section 5.4 6.4 by the Company.

No Negotiation. (a) Until the earlier of the Closing or the termination of and such time, if any, as this Agreement is terminated pursuant to Article IXVIII, neither the Company nor any of the Stockholders shall directly or indirectlynot, and shall cause the Subsidiaries not authorize to, and shall direct each of its or permit the Company or any Representative of the Company their respective representatives not to, directly or indirectly through another Person: (i) solicit, initiate, or take any action to encourage, induce facilitate, or facilitate induce, or that would reasonably be expected to lead to, the making, submission or announcement of any inquiries or the making of of, any proposal or offer contemplating inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the provisions contained in this Section 6.10, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that could reasonably be expected outside the ordinary course of business to lead encourage, facilitate, or induce any effort or attempt to make or implement an Acquisition Proposal, ; (iiiii) furnish any non-public information regarding the Company or any Subsidiary to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could which would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, ; (iv) approve, endorse or recommend any an Acquisition Proposal or any letter of intent, memorandum of understanding or other Contract contemplating an Acquisition Transaction, Proposal or requiring the Company to abandon or terminate its obligations under this Agreement ; or (v) enter into resolve or agree to do any letter of intent the foregoing. Each of the Lenders and the Company shall, and shall cause the Subsidiaries to, and shall direct their respective representatives to, (x) immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Acquisition Proposal, and (y) promptly request the parties to any confidentiality or similar document agreement relating to an Acquisition Proposal to promptly return or destroy any Contract confidential information previously furnished or made available by the Company or its representatives thereunder in accordance with applicable confidentiality agreements. Any action by a Subsidiary or representative of the Company that would, if taken by the Company, be a violation of the restrictions of this Section 6.10 shall be deemed a breach of this Section 6.10 by the Company. An “Acquisition Proposal” shall mean any offer, proposal, or inquiry (other than an offer, proposal or inquiry by Buyer) contemplating or otherwise relating to any Acquisition Proposal transaction or Acquisition Transaction. Without limiting the generality series of related transactions involving any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities or any sale, lease, exchange, transfer, acquisition or disposition of any material assets or any liquidation, dissolution, recapitalization, extraordinary dividend or other reorganization of the foregoing, the Company and the Stockholders acknowledge and agree that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.4 by the CompanySubsidiaries.