Common use of Negotiations with Others Clause in Contracts

Negotiations with Others. Until the Effective Time or the earlier termination of this Agreement pursuant to Section 9.1 hereof (the time period beginning on the date hereof and ending on such date being hereinafter referred to as the "No-Shop Period"), neither the Company nor the Stockholder shall, nor shall the Company authorize any of its employees, officers, stockholders or agents to, directly or indirectly, solicit, initiate or engage in discussions or negotiations with, or provide any information to, or take any other action to facilitate the efforts of, any third party with respect to a financing of, or investment in, the Company (including by way of the purchase of any capital stock or other securities from the Company or the Stockholder) or the acquisition of the Company (including by way of merger, purchase of capital stock or purchase of assets) or any of its assets by such third party, or that would otherwise be inconsistent with the terms of this Agreement, or that would prohibit the performance of the Company's obligations hereunder or that could be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated hereby (each as described above (other than the Merger and the transactions contemplated herein), an "Acquisition Transaction"), or enter into any agreement or arrangement with respect to, or authorize or consummate, an Acquisition Transaction. If the Company or any employee, officer, stockholder or agent of the Company receives an unsolicited offer or proposal to enter negotiations relating to an Acquisition Transaction, such party shall immediately notify Parent of such offer or proposal and shall immediately reject such offer. Upon the execution and delivery of this Agreement, the Company and the Stockholder shall terminate any and all discussions, if any, it or he may be having with respect to an Acquisition Transaction. During the No-Shop Period, neither the Company nor the Stockholder shall, nor shall the Company authorize any of its employees, officers, stockholders or agents to, directly or indirectly, negotiate or discuss with any person or entity that provides or proposes to provide online services, the provision of financing to the Company by such person or entity or any merger, consolidation, business combination or similar transaction with any such person or entity, directly or indirectly.

Negotiations with Others. Until Prior to the Effective Termination Time or the earlier termination of this Agreement pursuant to Section 9.1 hereof (the time period beginning on the date hereof and ending on such date being hereinafter referred to as the "No-Shop Period"defined below), neither the Company nor the Stockholder shallshall not (and shall use reasonable efforts to cause its officers, nor shall the Company authorize any of its managers, employees, officersmembers, stockholders or agents agents, representatives and affiliates not to), directly or indirectly, take any of the following actions with any party other than HP and its designees: (i) solicit, encourage, initiate or engage participate in any negotiations or discussions with respect to, any offer or negotiations withproposal to acquire or license all or substantially all, or provide a significant portion, of the Company’s business, technologies or properties (other than the licensing of software, the sale of products or inventory and the provision of services in the ordinary course of business) or any information toof the Company’s equity (other than granting employee options and ESPP purchases in the ordinary course) whether by merger, purchase of assets, equity purchase (including convertible securities), license, tender offer or take otherwise (including any other action to facilitate the efforts of, any third party option or right with respect to a financing ofany of the foregoing), or investment inenter into any agreement providing for, or effect, any such transaction, (ii) disclose any information not customarily disclosed in the ordinary course of business to any person (other than the Company’s representatives) concerning the Company’s business, technologies or properties or afford to any person or entity including, but not limited to, financing parties, access to its properties, books or records, (iii) assist or cooperate with any person to (x) make any proposal to purchase all or any portion of the Company’s equity (other than granting employee options and ESPP purchases in the ordinary course) or (y) license all or any material portion of the Company’s assets (other than the licensing of software, the Company sale of products or inventory and the provision of services in the ordinary course of business), or (including by way of the purchase of iv) enter into any capital stock agreement or other securities from the Company or the Stockholder) or arrangement with any person providing for the acquisition or licensing of all or any significant portion of the Company (including other than the licensing of software, the sale of products or inventory and the provision of services in the ordinary course of business) (whether by way of merger, purchase of capital stock assets, equity purchase, license, tender offer or purchase of assets) otherwise). In the event that the Company shall receive, or shall become aware that any of its assets by such third partyofficers, managers, employees, members, agents, representatives or that would otherwise be inconsistent with the terms of this Agreementaffiliates has received, or that would prohibit the performance of the Company's obligations hereunder or that could be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated hereby (each as described above (other than the Merger and the transactions contemplated herein), an "Acquisition Transaction"), or enter into any agreement or arrangement with respect to, or authorize or consummate, an Acquisition Transaction. If the Company or any employee, officer, stockholder or agent of the Company receives an unsolicited offer or proposal to enter negotiations relating to an Acquisition Transaction, such party shall immediately notify Parent of such offer or proposal and shall immediately reject such offer. Upon the execution and delivery of this Agreement, the Company and the Stockholder shall terminate any and all discussions, if any, it or he may be having with respect to an Acquisition Transaction. During the No-Shop Period, neither the Company nor the Stockholder shall, nor shall the Company authorize any of its employees, officers, stockholders or agents toproposal, directly or indirectly, negotiate of the type referred to in clause (i) or discuss with (iii) above, or any person request for disclosure or entity that provides or proposes access pursuant to provide online servicesclause (ii) above, the provision of financing (a) to the Company by such person or entity or any merger, consolidation, business combination or similar transaction with any such person or entity, directly or indirectly.extent

Negotiations with Others. Until the Effective Time or the earlier termination of this Agreement pursuant to Section 9.1 hereof (the time period beginning on the date hereof and ending on such date being hereinafter referred to as the "No-Shop Period"), neither the Company nor the or any Stockholder shall, nor shall the Company authorize any of its employees, officers, stockholders or agents to, directly or indirectly, solicit, initiate or engage in discussions or negotiations with, or provide any information to, or take any other action to facilitate the efforts of, any third party with respect to a financing of, or investment in, the Company (including by way of the purchase of any capital stock or other securities from the Company or the any Stockholder) or the acquisition of the Company (including by way of merger, purchase of capital stock or purchase of assets) or any of its assets by such third party, or that would otherwise be inconsistent with the terms of this Agreement, or that would prohibit the performance of the Company's obligations hereunder or that could be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated hereby (each as described above (other than the Merger and the transactions contemplated herein), an "Acquisition Transaction"), or enter into any agreement or arrangement with respect to, or authorize or consummate, an Acquisition Transaction. If the Company or any employee, officer, stockholder or agent of the Company receives an unsolicited offer or proposal to enter negotiations relating to an Acquisition Transaction, such party shall immediately notify Parent of such offer or proposal and shall immediately reject such offer. Upon the execution and delivery of this Agreement, the Company and the Stockholder Stockholders shall terminate any and all discussions, if any, it or he they may be having with respect to an Acquisition Transaction. During the No-Shop Period, neither the Company nor the or any Stockholder shall, nor shall the Company authorize any of its employees, officers, stockholders or agents to, directly or indirectly, negotiate or discuss with any person or entity that provides or proposes to provide online services, the provision of financing to the Company by such person or entity or any merger, consolidation, business combination or similar transaction with any such person or entity, directly or indirectly.

Negotiations with Others. Until During the Effective Time or the earlier termination of this Agreement pursuant to Section 9.1 hereof (the time period beginning on from the date hereof and ending on such date being hereinafter referred to as through the Closing Date (the "No-Shop Due Diligence Period"), neither the Company Shareholders, nor the Stockholder shallCompanies, nor shall (a) negotiate, discuss or otherwise communicate with any other potential purchaser of any of the Company authorize Shares or purchaser or lessee of assets or properties of any of its employeesthe Acquired Companies, officers(b) solicit or encourage the submission of any proposal or offer to acquire any of the Company Shares, stockholders acquire or agents tolease all or any portion of the assets or properties of any of the Acquired Companies or to enter into a joint venture with the Shareholders or with any of the Acquired Companies, directly or indirectly, solicit, initiate or engage (c) participate in discussions or negotiations with, regarding any proposal or provide offer to sell any information to, or take any other action to facilitate the efforts of, any third party with respect to a financing of, or investment in, the Company (including by way of the purchase of any capital stock or other securities from the Company or the Stockholder) or the acquisition of the Company Shares, to sell or lease all or any portion of the assets or properties of any of the Acquired Companies or to enter into a joint venture agreement with the Shareholders or with any of the Acquired Companies, (including by d) furnish to any person other than Atria and its representatives any information regarding any of the Acquired Companies other than creditors, partners or stockholders of the Acquired Companies or (e) cooperate in any way with or assist or participate in any proposal or offer from any person other than Atria to acquire any of mergerthe Company Shares, purchase to acquire or lease all or any portion of capital stock the assets or purchase properties of assets) any of the Acquired Companies or to enter into a joint venture with Shareholders or with any of the Acquired Companies. If during the Due Diligence Period the Shareholders or any of its assets by such third party, or that would otherwise be inconsistent with the terms of this Agreement, or that would prohibit the performance of the Company's obligations hereunder or that could be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated hereby (each as described above (other than the Merger and the transactions contemplated herein), an "Acquisition Transaction"), or enter into Acquired Companies receive any agreement or arrangement with respect to, or authorize or consummate, an Acquisition Transaction. If the Company or any employee, officer, stockholder or agent of the Company receives an unsolicited offer or proposal to acquire any of the Company Shares, to acquire or lease all or any portion of the assets or properties of any of the Acquired Companies or to enter negotiations relating to an Acquisition Transaction, such party shall immediately notify Parent into a joint venture with Shareholders or any of such offer or proposal and shall immediately reject such offer. Upon the execution and delivery of this AgreementAcquired Companies, the Company Shareholders shall promptly notify Atria and the Stockholder shall terminate provide it with copies of any and all discussions, if any, it or he may be having with respect to an Acquisition Transaction. During the No-Shop Period, neither the Company nor the Stockholder shall, nor shall the Company authorize written materials any of its employees, officers, stockholders the Acquired Companies or agents to, directly the Shareholders receive from any third party that relates to such unsolicited offers or indirectly, negotiate or discuss with any person or entity that provides or proposes to provide online services, the provision of financing to the Company by such person or entity or any merger, consolidation, business combination or similar transaction with any such person or entity, directly or indirectlyproposals.