Common use of Negotiation with Others Clause in Contracts

Negotiation with Others. From the date hereof through the Closing Date or earlier termination of this Agreement, neither any Shareholder nor the Company shall, and they shall not authorize, cause or permit any of any Shareholder’s or Company’s employees, directors, officers, advisors, consultants or agents to, (a) directly or indirectly, solicit, initiate, encourage, entertain or engage (regardless of who initiates such action) in discussions or negotiations with, provide any information to, or take any other action that facilitates the efforts of, any third party relating to any agreement (whether binding or in principle) or other arrangement involving (i) the acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (ii) an investment in (including by way of a sale or transfer by any Shareholder of all or any portion of the Company Shares) or financing of Company; or (iii) a sale, assignment, transfer, license, disposal of or encumbrance upon any material asset, right or property of Company (including, without limitation, any of Company Intellectual Property) other than non-exclusive licenses granted by the Company in its Ordinary Course of Business; or that would otherwise be inconsistent with the terms of this Agreement or that would prohibit the performance by any Shareholder or the Company of their respective obligations under this Agreement or that could reasonably be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated by this Agreement (each, a “Prohibited Transaction”); or (b) authorize or consummate a Prohibited Transaction. Upon execution and delivery of this Agreement, each Shareholder and the Company shall: (x) terminate any and all discussions, if any, they may be having regarding a Prohibited Transaction; and (y) immediately notify Buyer in writing if they thereafter receive any inquiries or offers from any Person regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to identify the nature and structure of the Prohibited Transaction as proposed and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejected, and any Shareholder and the Company shall refuse to discuss and immediately reject such inquiry or offer. Neither any Shareholder nor the Company or any of their respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect in relation to an Prohibited Transaction. Each Shareholder and Company shall cause their respective officers, directors, agents, advisors and representatives to comply with the provisions of this Section 6.10.

Negotiation with Others. From During the date hereof through the Closing Date or earlier termination of this AgreementExecutory Period, neither any Shareholder nor the Company shall, and they shall not authorize, cause or (and the Company shall not permit any of any Shareholder’s or the Company’s 's employees, directors, officers, advisors, consultants or agents to), and the Stockholder shall not (a) and the Stockholder shall not permit the Stockholder's managers, members, employees, directors, officers, advisors, consultants or agents to), directly or indirectly, : (i) solicit, initiate, encourage, entertain initiate or engage (regardless of who initiates such action) in any discussions or negotiations with, whether or not initiated by the Company or the Stockholder, or provide any information to, or take any other action that facilitates with the intent to facilitate the efforts of, any third party relating to any possible agreement (whether binding or in principle) or other arrangement involving (i1) the acquisition of the Company or Phase Three (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (ii2) an any financing of, or investment in in, including the purchase of any capital stock in, the Company or Phase Three; (including by way 3) the sale, license, disposition or encumbrance of a sale or transfer by any Shareholder of all or any substantial portion of the assets of the Company Shares) or financing of CompanyPhase Three; or (iii4) a sale, assignment, transfer, license, disposal of any action or encumbrance upon any material asset, right or property of Company (including, without limitation, any of Company Intellectual Property) other than non-exclusive licenses granted by the Company in its Ordinary Course of Business; or agreement that would otherwise be inconsistent with the terms of this Agreement Agreement, the Certificate of Merger or the Related Agreements or that would prohibit the performance by any Shareholder of the Company's or the Company of their respective Stockholder's obligations under this Agreement Agreement, the Certificate of Merger or that could reasonably be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated by this Agreement Related Agreements (each, a “"Prohibited Transaction”"); or (bii) authorize or consummate a Prohibited Transaction. Upon In addition, upon execution and delivery of this Agreement, each Shareholder the Company and the Company Stockholder shall: (xi) terminate any and all discussions, if any, it or they may be having regarding a Prohibited Transaction; and (yii) immediately notify Buyer Parent in writing if it or they thereafter receive any inquiries or offers from any Person person or entity regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to identify contain the identity of such person or entity, the nature and structure of the Prohibited Transaction as proposed and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejected, and any Shareholder and material terms of the Company shall refuse to discuss and immediately reject such inquiry or offer. Neither any Shareholder nor the Company or any of their respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect in relation to an Prohibited Transaction. Each Shareholder and Company shall cause their respective officers, directors, agents, advisors and representatives to comply with the provisions of this Section 6.10proposal.

Negotiation with Others. From During the date hereof through the Closing Date or earlier termination of this AgreementExecutory Period, neither any Shareholder nor the Company shall, and they shall not authorize, cause or (and the Company shall not permit any of any Shareholder’s or the Company’s 's employees, directors, officers, advisors, consultants or agents to), (a) and each of the Stockholders shall not, directly or indirectly, : (i) solicit, initiate, encourage, entertain initiate or engage (regardless of who initiates such action) in any discussions or negotiations with, whether or not initiated by the Company or any such Stockholder, or provide any information to, or take any other action that facilitates with the intent to facilitate the efforts of, any third party relating to any possible agreement (whether binding or in principle) or other arrangement involving (i1) the acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (ii2) an any financing of, or investment in in, including the purchase of any capital stock in, the Company; (including by way 3) the sale, license, disposition or encumbrance of a sale or transfer by any Shareholder of all or any portion Intellectual Property of the Company Shares) or financing of Company; or (iii4) a sale, assignment, transfer, license, disposal of any action or encumbrance upon any material asset, right or property of Company (including, without limitation, any of Company Intellectual Property) other than non-exclusive licenses granted by the Company in its Ordinary Course of Business; or agreement that would otherwise be inconsistent with the terms of this Agreement Agreement, or the Related Agreements or that would prohibit the performance by any Shareholder of the Company's or the Company of their respective Stockholders' obligations under this Agreement or the Related Agreements or that could reasonably be expected to materially diminish the likelihood of or render impracticable or undesirable the consummation of the transactions contemplated by this Agreement Merger (each, a “"Prohibited Transaction”"); or (bii) authorize or consummate a Prohibited Transaction. Upon In addition, upon execution and delivery of this Agreement, each Shareholder and the Company and each Stockholder shall: (xi) terminate any and all discussions, if any, they it or he may be having regarding a Prohibited Transaction; and (yii) immediately promptly notify Buyer Parent in writing if they it or he thereafter receive receives any inquiries or offers from any Person person or entity regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to identify contain the identity of such person or entity, the nature and structure of the Prohibited Transaction as proposed and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejectedmaterial terms of the proposal, and any Shareholder and the Company and each Stockholder shall refuse to discuss discuss, and immediately promptly reject such inquiry or offer. Neither any Shareholder nor the Company or any of their respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect in relation to an Prohibited Transaction. Each Shareholder and Company shall cause their respective officers, directors, agents, advisors and representatives to comply with the provisions of this Section 6.10.

Negotiation with Others. From During the date hereof through the Closing Date or earlier termination of this AgreementExecutory Period, neither any Shareholder nor the Company shall, and they shall not authorize, cause (and the Company shall not permit 00xx Xxxxxx Productions or permit any of any Shareholder’s its or the Company’s 's employees, directors, officers, advisors, consultants or agents to), (a) and each of the Stockholders shall not, directly or indirectly, : (i) solicit, initiate, encourage, entertain initiate or engage (regardless of who initiates such action) in any discussions or negotiations with, whether or not initiated by the Company, 00xx Xxxxxx Productions or any such Stockholder, or provide any information to, or take any other action that facilitates with the intent to facilitate the efforts of, any third party relating to any possible agreement (whether binding or in principle) or other arrangement involving (i1) the acquisition of the Company or 00xx Xxxxxx Productions (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (ii2) an any investment in in, including the purchase of any capital stock in, the Company or 00xx Xxxxxx Productions; (including by way 3) the sale, license, disposition or encumbrance of a sale or transfer by any Shareholder of all or any material portion of the Intellectual Property of the Company Shares) or financing 00xx Xxxxxx Productions other than in the ordinary course of Companybusiness; or (iii4) a sale, assignment, transfer, license, disposal of any action or encumbrance upon any material asset, right or property of Company (including, without limitation, any of Company Intellectual Property) other than non-exclusive licenses granted by the Company in its Ordinary Course of Business; or agreement that would otherwise be inconsistent with the terms of this Agreement Agreement, the Certificate of Merger or the Related Agreements or that would prohibit the performance by any Shareholder of the Company's or the Company of their respective Stockholders' obligations under this Agreement Agreement, the Certificate of Merger or the Related Agreements or that could reasonably be expected to diminish the likelihood of or render impracticable or undesirable the consummation of the transactions contemplated by this Agreement Merger (each, a “"Prohibited Transaction”"); or (bii) authorize or consummate a Prohibited Transaction. Upon In addition, upon execution and delivery of this Agreement, each Shareholder and the Company and each Stockholder shall: (xi) terminate any and all discussions, if any, they it or he may be having regarding a Prohibited Transaction; and (yii) immediately notify Buyer Parent in writing if they it or he thereafter receive receives any inquiries or offers from any Person person or entity regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to identify contain the identity of such person or entity, the nature and structure of the Prohibited Transaction as proposed and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejectedmaterial terms of the proposal, and any Shareholder and the Company and each Stockholder shall refuse to discuss discuss, and immediately reject such inquiry or offer. Neither any Shareholder nor If the Company or any of their respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate00xx Xxxxxx Productions merges with, or otherwise release the Company, 00xx Xxxxxx Productions or its or their assets are acquired by, a company other than Parent or a wholly-owned subsidiary of Parent during the one year period following November 29, 1999 based on any Person fromdiscussions initiated or held between November 29, any standstill1999 and January 31, confidentiality or similar agreement or arrangement currently in effect in relation to an Prohibited Transaction. Each Shareholder and 2000, the Company shall cause their respective officersimmediately pay Parent $100,000. Upon receipt of such payment in full, directorsParent will execute a release, agentsin form and substance reasonably satisfactory to Parent and the Company, advisors and representatives pursuant to comply with which Parent will agree to make no other claims against the provisions Company or its subsidiaries regarding any breach of this Section 6.105.3.

Negotiation with Others. From During the date hereof through the Closing Date or earlier termination of this AgreementExecutory Period, neither any Shareholder nor the Company shall, and they ----------------------- shall not authorize, cause or (and the Company shall not permit any of any Shareholder’s or the Company’s 's employees, directors, officers, advisors, consultants or agents to), and the Stockholder shall not (a) and the Stockholder shall not permit the Stockholder's managers, members, employees, directors, officers, advisors, consultants or agents to), directly or indirectly, : (i) solicit, initiate, encourage, entertain initiate or engage (regardless of who initiates such action) in any discussions or negotiations with, whether or not initiated by the Company or the Stockholder, or provide any information to, or take any other action that facilitates with the intent to facilitate the efforts of, any third party relating to any possible agreement (whether binding or in principle) or other arrangement involving (i1) the acquisition of the Company or Phase Three (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (ii2) an any financing of, or investment in in, including the purchase of any capital stock in, the Company or Phase Three; (including by way 3) the sale, license, disposition or encumbrance of a sale or transfer by any Shareholder of all or any substantial portion of the assets of the Company Shares) or financing of CompanyPhase Three; or (iii4) a sale, assignment, transfer, license, disposal of any action or encumbrance upon any material asset, right or property of Company (including, without limitation, any of Company Intellectual Property) other than non-exclusive licenses granted by the Company in its Ordinary Course of Business; or agreement that would otherwise be inconsistent with the terms of this Agreement Agreement, the Certificate of Merger or the Related Agreements or that would prohibit the performance by any Shareholder of the Company's or the Company of their respective Stockholder's obligations under this Agreement Agreement, the Certificate of Merger or that could reasonably be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated by this Agreement Related Agreements (each, a “"Prohibited Transaction”"); or (bii) authorize or consummate a Prohibited Transaction. Upon In addition, upon execution and delivery of this Agreement, each Shareholder the Company and the Company Stockholder shall: (xi) terminate any and all discussions, if any, it or they may be having regarding a Prohibited Transaction; and (yii) immediately notify Buyer Parent in writing if it or they thereafter receive any inquiries or offers from any Person person or entity regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to identify contain the identity of such person or entity, the nature and structure of the Prohibited Transaction as proposed and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejected, and any Shareholder and material terms of the Company shall refuse to discuss and immediately reject such inquiry or offer. Neither any Shareholder nor the Company or any of their respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect in relation to an Prohibited Transaction. Each Shareholder and Company shall cause their respective officers, directors, agents, advisors and representatives to comply with the provisions of this Section 6.10proposal.

Negotiation with Others. From (a) During the date hereof through the Closing Date or earlier termination of this AgreementExecutory Period, neither any Shareholder the Company nor the Company Stockholders shall, and they shall not authorize, cause or permit any of any Shareholder’s the Company's or Company’s such Stockholder's employees, directors, officers, advisors, consultants consultants, stockholders or agents to, (ai) directly or indirectly, solicit, initiate, encourage, entertain or engage (regardless of who initiates such action) in any discussions or negotiations with, irrespective of the person performing such solicitation, initiation or engagement, or provide any information to, or take any other action that facilitates or with the intent to facilitate the efforts of, any third party relating to any possible agreement (whether binding or in principle) or other arrangement involving (ia) the acquisition of all or any substantial interest in the Company or its business (whether by way of merger, purchase of capital stockstock or other securities, purchase of assets or otherwise); (iib) an any financing of, or investment in in, the Company; (including by way of a sale c) the sale, license, disposition or transfer by any Shareholder of all or any portion encumbrance of the Company Shares) or financing intellectual property of the Company; or (iiid) a saleotherwise take any action inconsistent with, assignment, transfer, license, disposal of or encumbrance upon any material asset, right or property of Company (including, without limitation, any of Company Intellectual Property) other than non-exclusive licenses granted by the Company in its Ordinary Course of Business; or that would otherwise be inconsistent with the terms of this Agreement or that would prohibit the performance by any Shareholder or the Company of their respective obligations under this Agreement or that could reasonably be expected to diminish the likelihood of or render impracticable delay the consummation of of, or that renders impractical or undesirable to the Purchaser, the transactions contemplated by this Agreement hereby (each, a “"Prohibited Transaction”"); or (bii) authorize authorize, execute, consummate or consummate enter into any agreement or commitment with respect to a Prohibited Transaction. Upon In addition, upon execution and delivery of this Agreement, each Shareholder and the Company and each Stockholder shall: (xi) terminate any and all discussions, if any, they it or he may be having regarding a Prohibited Transaction; Transaction and (yii) immediately notify Buyer the Purchaser in writing if they it or he thereafter receive receives any inquiries or offers from any Person person regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to identify such person or entity, the nature and structure of the Prohibited Transaction as proposed and the material terms of the proposal and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejected, and any Shareholder and the Company and each Stockholder shall refuse to discuss and immediately reject such inquiry or offer. Neither any Shareholder nor . (b) The Company and each Stockholder acknowledges and agrees that the Company or any of their respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged transactions contemplated by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently this Agreement are unique and that in effect in relation to an Prohibited Transaction. Each Shareholder and Company shall cause their respective officers, directors, agents, advisors and representatives to comply with reliance on the provisions of Section 5.20(a) (the "No-Shop"), the Purchaser has committed, and expects to commit additional, significant resources and intends for the No-Shop to be binding and enforceable against the Company and the Stockholders as an inducement to enter into this Section 6.10Agreement.

Negotiation with Others. From During the date hereof through the Closing Date or earlier termination of this AgreementExecution Period, neither any Shareholder nor the Company shall, shall and they shall not authorize, cause or permit any of any Shareholder’s or Company’s employees, directors, officers, advisors, consultants or agents to, (a) directly or indirectly, solicit, initiate, encourage, entertain or engage (regardless of who initiates such action) in discussions or negotiations with, provide any information to, or take any other action that facilitates the efforts of, any third party relating to any agreement (whether binding or in principle) or other arrangement involving (i) the acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (ii) an investment in (including by way of a sale or transfer by any Shareholder of all or any portion of the Company Shares) or financing of Company; or (iii) a sale, assignment, transfer, license, disposal of or encumbrance upon any material asset, right or property of Company (including, without limitation, any of Company Intellectual Property) other than non-exclusive licenses granted by the Company in its Ordinary Course of Business; or that would otherwise be inconsistent with the terms of this Agreement or that would prohibit the performance by any Shareholder or the Company of their respective obligations under this Agreement or that could reasonably be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated by this Agreement (each, a “Prohibited Transaction”); or (b) authorize or consummate a Prohibited Transaction. Upon execution and delivery of this Agreement, each Shareholder and the Company shall: (x) terminate any and all discussions, if any, they may be having regarding a Prohibited Transaction; and (y) immediately notify Buyer in writing if they thereafter receive any inquiries or offers from any Person regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to identify the nature and structure of the Prohibited Transaction as proposed and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejectedproposed, and any Shareholder and the Company shall refuse to discuss and immediately reject such inquiry or offer. Neither any Shareholder nor the Company or any of their respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect in relation to an a Prohibited Transaction. Each Shareholder and Company shall cause their respective officers, directors, agents, advisors and representatives to comply with the provisions of this Section 6.106.8.

Negotiation with Others. From During the date hereof through the Closing Date or earlier termination of this AgreementExecutory Period, neither any Shareholder nor the Company shall, and they ----------------------- shall not authorize, cause or (and the Company shall not permit any of any Shareholder’s or the Company’s 's employees, directors, officers, advisors, consultants or agents to), (a) and each of the Management Stockholders shall not, directly or indirectly, : (i) solicit, initiate, encourage, entertain initiate or engage (regardless of who initiates such action) in any discussions or negotiations with, whether or not initiated by the Company or any such Management Stockholder, or provide any information to, or take any other action that facilitates with the intent to facilitate the efforts of, any third party relating to any possible agreement (whether binding or in principle) or other arrangement involving (iA) the acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (iiB) an any financing of, or investment in in, including the purchase of any capital stock in, the Company; (including by way C) the sale, license, disposition or encumbrance of a sale or transfer by any Shareholder of all or any portion Intellectual Property of the Company Shares) or financing of Company; or (iiiD) a sale, assignment, transfer, license, disposal of any action or encumbrance upon any material asset, right or property of Company (including, without limitation, any of Company Intellectual Property) other than non-exclusive licenses granted by the Company in its Ordinary Course of Business; or agreement that would otherwise be inconsistent with the terms of this Agreement, the Agreement of Merger or the Related Agreements or that would prohibit the performance by any Shareholder of the Company's or the Company of their respective Management Stockholders' obligations under this Agreement, the Agreement of Merger or the Related Agreements or that could reasonably be expected to diminish the likelihood of or render impracticable or undesirable the consummation of the transactions contemplated by this Agreement Merger (each, a “"Prohibited Transaction”"); or (bii) authorize or consummate a Prohibited Transaction. Upon In addition, upon execution and delivery of this Agreement, each Shareholder and the Company and each Management Stockholder shall: (x1) terminate any and all discussions, if any, they he may be having regarding a Prohibited Transaction; and (y2) immediately notify Buyer Parent in writing if they he thereafter receive receives any inquiries or offers from any Person person or entity regarding a Prohibited Transaction, which notice shall be sufficiently detailed as to identify contain the identity of such person or entity, the nature and structure of the Prohibited Transaction as proposed and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejectedmaterial terms of the proposal, and any Shareholder and the Company and each Management Stockholder shall refuse to discuss discuss, and immediately reject such inquiry or offer. Neither any Shareholder nor the Company or any of their respective officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect in relation to an Prohibited Transaction. Each Shareholder and Company shall cause their respective officers, directors, agents, advisors and representatives to comply with the provisions of this Section 6.10.