Common use of Negotiation with Others Clause in Contracts

Negotiation with Others. During the Executory Period, the Company shall not (and the Company shall not permit the Company's employees, directors, officers, advisors, consultants or agents to), and the Stockholder shall not (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 or engage 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 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 (1) the acquisition of the Company or Phase Three (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (2) any financing of, or investment in, including the purchase of any capital stock in, the Company or Phase Three; (3) the sale, license, disposition or encumbrance of any substantial portion of the assets of the Company or Phase Three; or (4) any action or agreement that would otherwise be inconsistent with the terms of this Agreement, the Certificate of Merger or the Related Agreements or that would prohibit the performance of the Company's or the Stockholder's obligations under this Agreement, the Certificate of Merger or the Related Agreements (each, a "Prohibited Transaction"); or (ii) authorize or consummate a Prohibited Transaction. In addition, upon execution and delivery of this Agreement, the Company and the Stockholder shall: (i) terminate any and all discussions, if any, it or they may be having regarding a Prohibited Transaction; and (ii) immediately notify Parent in writing if it or they thereafter receive any inquiries or offers from any person or entity regarding a Prohibited Transaction, which notice shall contain the identity of such person or entity, the nature of the Prohibited Transaction proposed and the material terms of the proposal.

Negotiation with Others. During From the Executory Perioddate hereof through the Closing Date or earlier termination of this Agreement, neither any Shareholder nor the Company shall, and they shall not (and the Company shall not authorize, cause or permit the any of any Shareholder’s or Company's ’s employees, directors, officers, advisors, consultants or agents to), and the Stockholder shall not (and the Stockholder shall not permit the Stockholder's managers, members, employees, directors, officers, advisors, consultants or agents to), a) directly or indirectly: (i) , solicit, initiate initiate, encourage, entertain 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 with the intent to facilitate that facilitates the efforts of, any third party relating to any possible agreement (whether binding or in principle) or other arrangement involving (1i) the acquisition of the Company or Phase Three (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (2ii) an investment in (including by way of a sale or transfer by any financing of, Shareholder of all or investment in, including the purchase any portion of any capital stock in, the Company Shares) or Phase Threefinancing of Company; or (3iii) the a sale, assignment, transfer, license, disposition disposal of or encumbrance upon any material asset, right or property of Company (including, without limitation, any substantial portion of the assets of Company Intellectual Property) other than non-exclusive licenses granted by the Company or Phase Threein its Ordinary Course of Business; or (4) any action or agreement that would otherwise be inconsistent with the terms of this Agreement, the Certificate of Merger or the Related Agreements Agreement or that would prohibit the performance of the Company's by any Shareholder or the Stockholder's Company of their respective obligations under this Agreement, Agreement or that could reasonably be expected to diminish the Certificate likelihood of Merger or render impracticable the Related Agreements consummation of the transactions contemplated by this Agreement (each, a "“Prohibited Transaction"”); or (iib) authorize or consummate a Prohibited Transaction. In addition, upon Upon execution and delivery of this Agreement, each Shareholder and the Company and the Stockholder shall: (ix) terminate any and all discussions, if any, it or they may be having regarding a Prohibited Transaction; and (iiy) immediately notify Parent Buyer in writing if it or they thereafter receive any inquiries or offers from any person or entity Person regarding a Prohibited Transaction, which notice shall contain the identity of such person or entity, be sufficiently detailed as to identify the nature and structure of the Prohibited Transaction as proposed and to confirm that the material terms 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 proposalprovisions of this Section 6.10.

Negotiation with Others. During the Executory Period, the Company ----------------------- shall not (and the Company shall not permit the Company's employees, directors, officers, advisors, consultants or agents to), and the Stockholder shall not (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 or engage 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 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 (1) the acquisition of the Company or Phase Three (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (2) any financing of, or investment in, including the purchase of any capital stock in, the Company or Phase Three; (3) the sale, license, disposition or encumbrance of any substantial portion of the assets of the Company or Phase Three; or (4) any action or agreement that would otherwise be inconsistent with the terms of this Agreement, the Certificate of Merger or the Related Agreements or that would prohibit the performance of the Company's or the Stockholder's obligations under this Agreement, the Certificate of Merger or the Related Agreements (each, a "Prohibited Transaction"); or (ii) authorize or consummate a Prohibited Transaction. In addition, upon execution and delivery of this Agreement, the Company and the Stockholder shall: (i) terminate any and all discussions, if any, it or they may be having regarding a Prohibited Transaction; and (ii) immediately notify Parent in writing if it or they thereafter receive any inquiries or offers from any person or entity regarding a Prohibited Transaction, which notice shall contain the identity of such person or entity, the nature of the Prohibited Transaction proposed and the material terms of the proposal.

Negotiation with Others. During the Executory Period, the Company shall not (and the Company shall not permit the Company's employees, directors, officers, advisors, consultants or agents to), and each of the Stockholder Stockholders shall not (and the Stockholder shall not permit the Stockholder's managers, members, employees, directors, officers, advisors, consultants or agents to)not, directly or indirectly: (i) solicit, initiate or engage in any discussions or negotiations with, whether or not initiated by the Company or the any such Stockholder, or provide any information to, or take any other action 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 (1) the acquisition of the Company or Phase Three (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (2) any financing of, or investment in, including the purchase of any capital stock in, the Company or Phase ThreeCompany; (3) the sale, license, disposition or encumbrance of any substantial portion Intellectual Property of the assets of the Company or Phase ThreeCompany; or (4) any action or agreement that would otherwise be inconsistent with the terms of this Agreement, the Certificate of Merger or the Related Agreements or that would prohibit the performance of the Company's or the Stockholder's Stockholders' obligations under this Agreement, the Certificate of Merger 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 Merger (each, a "Prohibited Transaction"); or (ii) authorize or consummate a Prohibited Transaction. In addition, upon execution and delivery of this Agreement, the Company and the each Stockholder shall: (i) terminate any and all discussions, if any, it or they he may be having regarding a Prohibited Transaction; and (ii) immediately promptly notify Parent in writing if it or they he thereafter receive receives any inquiries or offers from any person or entity regarding a Prohibited Transaction, which notice shall contain the identity of such person or entity, the nature of the Prohibited Transaction proposed and the material terms of the proposal, and the Company and each Stockholder shall refuse to discuss, and promptly reject such inquiry or offer.

Negotiation with Others. During the Executory Period, the Company shall not (and the Company shall not permit 00xx Xxxxxx Productions or its or the Company's employees, directors, officers, advisors, consultants or agents to), and each of the Stockholder Stockholders shall not (and the Stockholder shall not permit the Stockholder's managers, members, employees, directors, officers, advisors, consultants or agents to)not, directly or indirectly: (i) solicit, initiate or engage in any discussions or negotiations with, whether or not initiated by the Company Company, 00xx Xxxxxx Productions or the any such Stockholder, or provide any information to, or take any other action 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 (1) the acquisition of the Company or Phase Three 00xx Xxxxxx Productions (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (2) any financing of, or investment in, including the purchase of any capital stock in, the Company or Phase Three00xx Xxxxxx Productions; (3) the sale, license, disposition or encumbrance of any substantial material portion of the assets Intellectual Property of the Company or Phase Three00xx Xxxxxx Productions other than in the ordinary course of business; or (4) any action or agreement that would otherwise be inconsistent with the terms of this Agreement, the Certificate of Merger or the Related Agreements or that would prohibit the performance of the Company's or the Stockholder's Stockholders' obligations under this 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 Merger (each, a "Prohibited Transaction"); or (ii) authorize or consummate a Prohibited Transaction. In addition, upon execution and delivery of this Agreement, the Company and the each Stockholder shall: (i) terminate any and all discussions, if any, it or they he may be having regarding a Prohibited Transaction; and (ii) immediately notify Parent in writing if it or they he thereafter receive receives any inquiries or offers from any person or entity regarding a Prohibited Transaction, which notice shall contain the identity of such person or entity, the nature of the Prohibited Transaction proposed and the material terms of the proposal, and the Company and each Stockholder shall refuse to discuss, and immediately reject such inquiry or offer. If the Company or 00xx Xxxxxx Productions merges with, or 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 discussions initiated or held between November 29, 1999 and January 31, 2000, the Company shall immediately pay Parent $100,000. Upon receipt of such payment in full, Parent will execute a release, in form and substance reasonably satisfactory to Parent and the Company, pursuant to which Parent will agree to make no other claims against the Company or its subsidiaries regarding any breach of this Section 5.3.

Negotiation with Others. During the Executory Execution Period, the neither any Shareholder nor Company shall not (and the Company they shall not authorize, cause or permit the any of any Shareholder’s or Company's ’s employees, directors, officers, advisors, consultants or agents to), and the Stockholder shall not (and the Stockholder shall not permit the Stockholder's managers, members, employees, directors, officers, advisors, consultants or agents to), a) directly or indirectly: (i) , solicit, initiate initiate, encourage, entertain 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 with the intent to facilitate that facilitates the efforts of, any third party relating to any possible agreement (whether binding or in principle) or other arrangement involving (1i) the acquisition of the Company or Phase Three (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (2ii) an investment in (including by way of a sale or transfer by any financing of, Shareholder of all or investment in, including the purchase any portion of any capital stock in, the Company Shares) or Phase Threefinancing of Company; or (3iii) the a sale, assignment, transfer, license, disposition disposal of or encumbrance upon any material asset, right or property of Company (including, without limitation, any substantial portion of the assets Company Intellectual Property) other than non-exclusive licenses granted by Company in its Ordinary Course of the Company or Phase ThreeBusiness; or (4) any action or agreement that would otherwise be inconsistent with the terms of this Agreement, the Certificate of Merger or the Related Agreements Agreement or that would prohibit the performance by any Shareholder or Company of the Company's or the Stockholder's their respective obligations under this Agreement, Agreement or that could reasonably be expected to diminish the Certificate likelihood of Merger or render impracticable the Related Agreements consummation of the transactions contemplated by this Agreement (each, a "“Prohibited Transaction"”); or (iib) authorize or consummate a Prohibited Transaction. In addition, upon Upon execution and delivery of this Agreement, the each Shareholder and Company and the Stockholder shall: (ix) terminate any and all discussions, if any, it or they may be having regarding a Prohibited Transaction; and (iiy) immediately notify Parent Buyer in writing if it or they thereafter receive any inquiries or offers from any person or entity Person regarding a Prohibited Transaction, which notice shall contain the identity of such person or entity, be sufficiently detailed as to identify the nature and structure of the Prohibited Transaction proposed as proposed, and any Shareholder and Company shall refuse to discuss and immediately reject such inquiry or offer. Neither any Shareholder nor 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 a Prohibited Transaction. Each Shareholder and Company shall cause their respective officers, directors, agents, advisors and representatives to comply with the material terms provisions of the proposalthis Section 6.8.

Negotiation with Others. (a) During the Executory Period, neither the Company nor the Stockholders shall, and they shall not (and the Company shall not authorize, cause or permit any of the Company's or such Stockholder's employees, directors, officers, advisors, consultants consultants, stockholders or agents to), and the Stockholder shall not (and the Stockholder shall not permit the Stockholder's managers, members, employees, directors, officers, advisors, consultants or agents to), i) directly or indirectly: (i) , solicit, initiate initiate, or engage in any discussions or negotiations with, whether irrespective of the person performing such solicitation, initiation or not initiated by the Company or the Stockholderengagement, 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 (1a) the acquisition of all or any substantial interest in the Company or Phase Three its business (whether by way of merger, purchase of capital stockstock or other securities, purchase of assets or otherwise); (2b) any financing of, or investment in, including the purchase of any capital stock in, the Company or Phase ThreeCompany; (3c) the sale, license, disposition or encumbrance of any substantial portion the intellectual property of the assets of the Company or Phase ThreeCompany; or (4d) otherwise take any action inconsistent with, or agreement that would otherwise could reasonably be inconsistent with expected to delay the terms of this Agreementconsummation of, or that renders impractical or undesirable to the Purchaser, the Certificate of Merger or the Related Agreements or that would prohibit the performance of the Company's or the Stockholder's obligations under this Agreement, the Certificate of Merger or the Related Agreements transactions contemplated hereby (each, a "Prohibited Transaction"); or (ii) authorize authorize, execute, consummate or consummate enter into any agreement or commitment with respect to a Prohibited Transaction. In addition, upon execution and delivery of this Agreement, the Company and the each Stockholder shall: (i) terminate any and all discussions, if any, it or they he may be having regarding a Prohibited Transaction; Transaction and (ii) immediately notify Parent the Purchaser in writing if it or they he thereafter receive receives any inquiries or offers from any person or entity regarding a Prohibited Transaction, which notice shall contain the identity of identify such person or entity, the nature and structure of the Prohibited Transaction as proposed and the material terms of the proposalproposal and to confirm that the inquiry regarding a Prohibited Transaction was definitively rejected, and the Company and each Stockholder shall refuse to discuss and immediately reject such inquiry or offer.

Negotiation with Others. During the Executory Period, the Company ----------------------- shall not (and the Company shall not permit the Company's employees, directors, officers, advisors, consultants or agents to), and each of the Stockholder Management Stockholders shall not (and the Stockholder shall not permit the Stockholder's managers, members, employees, directors, officers, advisors, consultants or agents to)not, directly or indirectly: (i) solicit, initiate or engage in any discussions or negotiations with, whether or not initiated by the Company or the any such Management Stockholder, or provide any information to, or take any other action 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 (1A) the acquisition of the Company or Phase Three (whether by way of merger, purchase of capital stock, purchase of assets or otherwise); (2B) any financing of, or investment in, including the purchase of any capital stock in, the Company or Phase ThreeCompany; (3C) the sale, license, disposition or encumbrance of any substantial portion Intellectual Property of the assets of the Company or Phase ThreeCompany; or (4D) any action or agreement that would otherwise be inconsistent with the terms of this Agreement, the Certificate Agreement of Merger or the Related Agreements or that would prohibit the performance of the Company's or the Stockholder's Management Stockholders' obligations under this Agreement, the Certificate 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 Merger (each, a "Prohibited Transaction"); or (ii) authorize or consummate a Prohibited Transaction. In addition, upon execution and delivery of this Agreement, the Company and the each Management Stockholder shall: (i1) terminate any and all discussions, if any, it or they he may be having regarding a Prohibited Transaction; and (ii2) immediately notify Parent in writing if it or they he thereafter receive receives any inquiries or offers from any person or entity regarding a Prohibited Transaction, which notice shall contain the identity of such person or entity, the nature of the Prohibited Transaction proposed and the material terms of the proposal, and the Company and each Management Stockholder shall refuse to discuss, and immediately reject such inquiry or offer.