Common use of Negotiation with Others Clause in Contracts

Negotiation with Others. From and after the date hereof until the Closing, or the termination of this Agreement pursuant to Article X, the Shareholders and the Company shall not, and each shall cause its officers, directors, Affiliates, representatives and agents not to, directly or indirectly, (i) take any action to solicit or initiate any Acquisition Proposal, (ii) continue, initiate or engage in negotiations or discussions relating to an Acquisition Proposal with, or disclose or provide any non-public information or Confidential or Proprietary Information (other than in the ordinary course of business or otherwise required by Law, Order or similar compulsion) relating to the Company or any Person other than the parties hereto and their respective representatives or (iii) enter into any written or oral agreement or understanding with any Person (other than Purchaser) regarding an Acquisition Proposal. If the Shareholders or the Company receives any bona fide unsolicited offer or proposal to enter into negotiations relating to any Acquisition Proposal, such party shall promptly notify Purchaser of such offer or proposal and the general economic terms of such offer or proposal and shall furnish a copy of any written offer or proposal thereto.

Negotiation with Others. From and after the date hereof until the Closingearlier of the Closing or the Second Closing Date, as applicable, or the termination of this Agreement pursuant to Article XSection 10, the Shareholders Seller and the Company and the NY Subsidiary shall not, and each shall cause its officers, directors, Affiliates, representatives and agents not to, directly or indirectly, (i) take any action to solicit or initiate any Acquisition Proposal, (ii) continue, initiate or engage in negotiations or discussions relating to an Acquisition Proposal with, or disclose or provide any non-public information or Confidential or Proprietary Information (other than in the ordinary course of business or otherwise required by Law, Order or similar compulsion) relating to the Company or the NY Subsidiary or any Person other than the parties hereto and their respective representatives or (iii) enter into any written or oral agreement or understanding with any Person (other than the Purchaser) regarding an Acquisition Proposal. If the Shareholders Seller or the Company or the NY Subsidiary receives any bona fide unsolicited offer or proposal to enter into negotiations relating to any Acquisition Proposal, such party shall promptly notify the Purchaser of such offer or proposal and the general economic terms of such offer or proposal and shall furnish a copy of any written offer or proposal thereto.

Negotiation with Others. From and after the date hereof until the Closing, or the termination of this Agreement pursuant to Article XVII, the Shareholders and the Company shall not, and each shall cause its officers, directors, Affiliates, representatives and agents not to, directly or indirectly, (i) take any action to solicit or initiate any Acquisition Proposal, (ii) continue, initiate or engage in negotiations or discussions relating to an Acquisition Proposal with, or disclose or provide any non-public information or Confidential or Proprietary Information (other than in the ordinary course of business or otherwise required by Law, Order or similar compulsion) relating to the Company or any Person other than the parties hereto and their respective representatives or (iii) enter into any written or oral agreement or understanding with any Person (other than PurchaserNewco) regarding an Acquisition Proposal. If the Shareholders or the Company receives any bona fide unsolicited offer or proposal to enter into negotiations relating to any Acquisition Proposal, such party shall promptly notify Purchaser Newco of such offer or proposal and the general economic terms of such offer or proposal and shall furnish a copy of any written offer or proposal thereto.