Common use of No Negotiations Clause in Contracts

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Stock, the Assets or Company. Company and Sellers will refrain, and will cause each Representative of Company or Sellers to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. Parent, Company and Sellers Stockholder shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons Person (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Company Common Stock, the Assets or Company. Parent, Company and Sellers Stockholder will refrain, and will cause each Representative of Company or Sellers their respective Representatives to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Company Common Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section 5.7 is received by Company or SellersParent, Company and Sellers agree and/or Stockholder, such party(ies) agrees to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers such party(ies) will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. From and after the date of this Agreement until the earlier to occur of the Closing Date or termination of this Agreement pursuant to its terms, the Company shall not and the Company shall cause the Subsidiaries not to, and the Company and Sellers shall, and shall cause the Subsidiaries will instruct their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposedofficers, potential or contemplated acquisition of the Stockdirectors, the Assets or Company. Company employees, agents, representatives and Sellers will refrainaffiliates, and will cause each Representative of Company or Sellers to refrain from takingnot to, directly or indirectlyindirectly solicit, any action (i) to solicit initiate or initiate the encourage submission of any proposal or indication of interest offer from any Person person or entity (other than Purchaserincluding any of its or their officers or employees, representatives, agents, or affiliates) relating to an any liquidation, dissolution, recapitalization, tender or exchange offer, solicitation of proxies, merger, consolidation or acquisition or purchase of all or a material portion of the Stockassets of, or any equity interest in, the Assets or Company or any mergerSubsidiary or other similar transaction or business combination involving the Company or any Subsidiary, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person other person any information with respect to, or that otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing. The Company shall promptly notify Parent if any such proposal or offer, or any inquiry from or contact with any person with respect thereto, is made and shall promptly provide Parent with such information regarding such proposal, offer, inquiry or contact as Parent may reasonably be expected request. In addition, from and after the date of this Agreement until the earlier to lead occur of the Closing Date or the termination of this Agreement pursuant to its terms, the Company and the Subsidiaries shall not, and shall instruct their respective directors, officers, employees, representatives, agents and affiliates not to, an acquisition directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal made by any person, entity or indication of interest group (other than Parent) relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. (a) Company and Sellers shallSeller agree that, during the term of this Agreement, they shall not, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposeddirectors, potential or contemplated acquisition of the Stockofficers, the Assets or Company. Company employees, agents and Sellers will refrainrepresentatives not to, and will Seller shall use commercially reasonable efforts to cause each Representative of Company or Sellers to refrain from takingits shareholders not to, directly or indirectly, any action (i) to solicit solicit, initiate, knowingly encourage or initiate facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the submission making of any proposal or indication of interest from offer (whether or not in writing) with respect to any Person (recapitalization, merger, consolidation or other than Purchaser) relating to an acquisition of the Stock, the Assets business combination or financing involving Seller or Company or acquisition of any mergercapital stock of Seller or Company or 5% or more of the assets of Company in a single transaction or a series of related transactions, consolidationor any acquisition by Company of any material assets or capital stock of any other Person, combination, share exchange, recapitalization, or any liquidation or dissolution involving of Seller or Company, or any combination of the foregoing, other than the Sale Proposal (a “Seller Competing Transaction”), or (ii) to participate negotiate, explore or otherwise engage in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than PurchaserPurchaser and its Representatives) relating to or that would reasonably be expected to lead to any Seller Competing Transaction (except to notify such Person of the existence of this Section 5.7), or (iii) approve any Person’s becoming an “interested stockholder” under Section 78.411 of the NGCL, or (iv) enter into any agreement, arrangement or understanding requiring it to authorizeabandon, engage interminate or fail to consummate any transaction contemplated by this Agreement. Seller and Company will immediately cease, and will cause their directors, officers, employees, agents and representatives to cease, and Seller shall use commercially reasonable efforts to cause its shareholders to cease, all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any inquiries or the making of any proposal or offer concerning a Seller Competing Transaction. Company and Seller will promptly request each Person that has entered into a confidentiality agreement with Company or Seller in connection with its consideration of a Seller Competing Transaction to return all confidential information furnished to such Person. (b) Notwithstanding anything to the contrary contained in Section 5.7(a) or in any other provision of this Agreement, Seller and the Seller Board of Directors shall not be prohibited from furnishing non-public information to, or entering into discussions or negotiations with, any Person that makes a bona fide written Seller Competing Transaction proposal to the Seller Board of Directors after the date hereof (but in no event after the adoption of the Sale Proposal by the Seller stockholders), provided neither Seller, Company nor any of their Representatives breached Section 5.7(a) in connection with such Seller Competing Transaction, and provided, further, that (i) Seller and/or Company promptly informs Purchaser in writing of the identity of the potential acquirer and the material terms of such Seller Competing Transaction proposal and gives Purchaser written notice of its intention to furnish such information or enter into such discussions or negotiations, as the case may be, at least one business day prior to furnishing such information and at least two business days prior to entering into such discussions or negotiations, and (ii) the Seller Board of Directors or any duly authorized committee of disinterested directors thereof (A) determines in good faith, after consultation with Seller’s financial advisor, that such third party has submitted to Seller a Seller Competing Transaction proposal which has a reasonable likelihood of resulting in a Seller Superior Proposal (as defined in Section 5.7(e)) and (B) determines in good faith, after consultation with and receiving the advice of Seller’s outside legal counsel, that such action is required in order for the Seller Board of Directors to comply with its fiduciary obligations under applicable law. Seller agrees that any non-public information furnished to a potential acquirer will be pursuant to a confidentiality agreement entered into prior to the furnishing of such information on terms no less favorable to Seller than the confidentiality provisions contained in this Agreement or understanding (any other than with Purchaser) agreement to which Purchaser and Seller and/or Company is a party and will be furnished contemporaneously to Purchaser if not previously so furnished. Seller will inform Purchaser promptly of any related developments, discussions and negotiations with respect to an acquisition the Seller Competing Transaction proposal (including the terms and conditions of the StockSeller Competing Transaction proposal and any modifications or changes thereto). (c) Subject to Section 5.7(b), neither the Assets Seller Board of Directors nor any committee thereof shall: (i) withdraw or Company modify, or publicly propose to withdraw or modify, in a manner adverse to Purchaser, (A) the approval by the Seller Board of Directors or a mergercommittee thereof of this Agreement and the Sale Proposal, consolidationor (B) the recommendation by the Seller Board of Directors or a committee thereof to the stockholders of Seller to vote in favor of this Agreement and the Sale Proposal (the “Seller Board Recommendation”); (ii) approve or recommend, combinationor propose publicly to approve or recommend, share exchangeany Seller Competing Transaction proposal; (iii) cause Seller to enter into, recapitalizationapprove or recommend, liquidation or dissolution involving Company (propose publicly to approve or recommend, or execute, any proposal letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or indication of interest other agreement relating to any Seller Competing Transaction or agree or propose to agree to do any of the foregoing; or (iv) submit any Seller Competing Transaction proposal at the Seller Stockholders Meeting or any other stockholders meeting for purposes of voting upon approval and adoption of a Seller Competing Transaction proposal or solicit written consents of stockholders with respect thereto. (d) Notwithstanding Section 5.7(c). If , at any proposal described time prior to the adoption of the Sale Proposal by the Seller stockholders, the Seller Board of Directors (or any committee thereof) may, in this section response to the receipt of a Seller Superior Proposal, withdraw, amend or modify its approvals and recommendations, as set forth in Section 5.7(c), in a manner adverse to Purchaser if (i) the Seller Board of Directors determines in good faith, after having consulted with and taken into account the advice of Seller’s outside legal counsel, that the withdrawal, amendment, or modification of the Seller Board of Directors’ approvals and recommendations is required in order for the Seller Board of Directors to comply with its fiduciary obligations to Seller’s stockholders under applicable law, and (ii) the Seller Board of Directors provides Purchaser with at least four business days prior notice of its intention to withdraw, amend or modify its approvals and recommendations (a “Change of Recommendation”), which notice shall state (A) that Seller has received by Company or Sellersa Seller Superior Proposal, Company and Sellers agree to promptly notify Purchaser in writing and disclose (B) the material terms and conditions of such Seller Superior Proposal and the identify of the Person that has made it, and (C) that it intends to make a Change of Recommendation and the manner in which it intends to do so. Seller and/or Company shall provide Purchaser a copy of all written and electronic materials and information delivered to the Person making the Seller Superior Proposal at the time such materials and information are provided to such Person. During the four business days following Seller’s notice (or such longer period as agreed to by the parties), Seller in good faith shall review, with the assistance of its outside financial advisor, any Purchaser counter-proposal to determine if such Purchaser counter-proposal is at least as favorable to the Seller stockholders as the Seller Superior Proposal from a financial point of view. If the Seller Board of Directors determines that the Purchaser counter–proposal, if any, is at least as favorable to the Seller stockholders as the Seller Superior Proposal from a financial point of view, Seller and Purchaser shall make adjustments in the terms and conditions of this Agreement such that the Seller Competing Transaction proposal is no longer a Seller Superior Proposal. If the Seller Board of Directors determines that the Purchaser counter-proposal is not at least as favorable to the Seller stockholders as the Seller Superior Proposal, or if no Purchaser counter-proposal is offered by Purchaser before the expiration of such four business day period, Seller’s Board of Directors may terminate this Agreement pursuant to Section 9 and cause Seller promptly thereafter to enter into an agreement with respect to such Seller Superior Proposal. (e) For purposes of this Agreement, a “Seller Superior Proposal” means any unsolicited bona fide written proposal or offer (or its most recent amended or modified terms, if amended or modified) made by a potential acquirer to enter into a Seller Competing Transaction, the effect of which would be that (i) the Seller stockholders would beneficially own less than 50% of the voting stock, common stock and participating stock of the combined or on going entity, or (ii) the transaction would result in the sale, transfer or other disposition of all or substantially all of the assets of Seller and Company, taken as a whole, and which (in the case of either clause (i) or (ii) above) the Seller Board of Directors, or any duly authorized committee of disinterested directors thereof, determines in its good faith judgment, after consultation with its financial advisor (which advisor shall be a financial advisor of nationally recognized reputation), if consummated, would result in a transaction more favorable to Seller’s stockholders from a financial point of view than the Sale Proposal, taking into account all relevant factors (including whether such transaction is subject any material contingency to which the other party has not demonstrated its ability to overcome and whether such transaction is reasonably capable of being completed, and any proposed changes to this Agreement that may be proposed by Purchaser in response to the Seller Competing Transaction proposal); provided, however, that any such proposal shall not be deemed to be a Seller Superior Proposal unless any and all financing that is required to consummate the transaction contemplated by such proposal is committed, or unless the Seller Board of Directors, or any committee thereof, shall reasonably conclude (including without limitation the identity of the prospective purchaserbased on consultation with its financial advisor) that such financing is likely to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any be obtained by such disclosure does not violate any agreement binding third party on Companya timely basis.

No Negotiations. Company Company, Parent and Sellers the Stockholders shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the StockEquity, the Assets Assets, the Parent or the Company. Company Company, Parent and Sellers the Stockholders will refrain, and will cause each Representative of Company or Sellers Company, Parent and the Stockholders to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the StockEquity, the Assets Assets, the Parent or the Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Parent or Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the StockEquity, the Assets Assets, the Parent or the Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Parent or Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the StockEquity, the Assets Assets, the Parent or the Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Parent or Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section is received by Parent, Company or Sellersany Stockholder, Company Company, Parent and Sellers the Stockholders agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company Company, Parent and Sellers the Stockholders will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives each Seller agree to immediately cease any existing discussion or negotiation with any Persons Person (other than Purchaser) conducted prior to the date hereof of this Agreement with respect to (a) any proposed, potential or contemplated acquisition of Company Shares, any assets of Company or (b) participation in the StockPotential Project, except as needed to negotiate any agreements or transactions in connection with the Assets or CompanyPotential Project as contemplated in this Agreement. Company and Sellers each Seller will refrain, and will cause each Representative of Company or Sellers their respective Representatives to refrain refrain, from taking, directly or indirectly, any action (ix) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the StockCompany Shares, the Assets or assets of Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, or participation in the Potential Project (iiexcept as needed to negotiate any agreements or transactions in connection with the Potential Project as contemplated in this Agreement), (y) to participate in any discussions discussion or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the StockCompany Shares, the Assets or assets of Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company Company, or participation in the Potential Project (except as needed to negotiate any agreements or transactions in connection with the Potential Project contemplated in this Agreement) or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) Purchaser or (iiiz) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the StockCompany Shares, the Assets or assets of Company or a any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company Company, or participation in the Potential Project (except as needed to negotiate any agreements or transactions in connection with the Potential Project as contemplated in this Agreement) or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section 4.4 is received by Company or Sellersany Seller, Company and Sellers agree such party(ies) agrees to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity identify of the prospective purchaser) to Purchaser, and Company and Sellers such party(ies) will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Company Common Stock, the Assets or Company. Company and Sellers will refrainnot, and will cause each Representative of Company or Sellers to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Company Common Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) ). Notwithstanding the foregoing, if a Seller desires to Purchasertransfer his or her Company Common Stock for estate planning purposes between the date hereof and the Closing Date, such Seller shall notify the Parent and the Seller Representative in writing and provide all information regarding the transfer that the Parent or Seller Representative requests. If both the Parent and the Seller Representative consent to the transfer in writing, then the Seller shall be permitted to transfer the applicable Company and Sellers will notify any prospective purchaser Common Stock upon the execution by the transferee of their obligations hereunder and assure a counterpart signature to this Agreement providing that any such disclosure does not violate any agreement binding on Companythe transferee is a party to this Agreement as a Seller.

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives Designees to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Company Stock, the Assets or Company. Company and Sellers will refrain, and will cause each Representative Designee of Company or Sellers to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Company Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the Company Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Company Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Company Common Stock, the Assets or Company. Company and Sellers will refrain, and will cause each Representative of Company or Sellers to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than Purchaser) relating to an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to could lead to, an acquisition of the Company Common Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Company Common Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section 5.6 is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company.

No Negotiations. Company and Sellers shall, and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons (other than PurchaserPurchaser and Parent) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the StockCompany Equity, the Assets or Company. Company and Sellers will refrain, and will cause each Representative of Company or Sellers their respective Representatives to refrain from taking, directly or indirectly, any action (i) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than PurchaserPurchaser and Parent) relating to an acquisition of the StockCompany Equity, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an acquisition of the StockCompany Equity, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than PurchaserPurchaser and Parent) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with PurchaserPurchaser and Parent) with respect to an acquisition of the StockCompany Equity, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section Section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser or Parent in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to PurchaserPurchaser or Parent, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on Company. Notwithstanding the foregoing, Wachovia Capital Partners 2004, LLC (“WCP”) may, prior to Closing, transfer the Company Equity held by it to an Affiliate of WCP that assumes and agrees to perform WCP’s obligations hereunder.

No Negotiations. Company From and Sellers shall, after the Effective Date and shall cause their respective Representatives to immediately cease any existing discussion or negotiation with any Persons continuing until the earlier of: (other than Purchasera) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition end of the StockTerm; (b) the termination of this Agreement; or (c) the Closing of the Merger, the Assets or Company. Company shall not (and Sellers will refrain, the Company shall ensure that none of the Company Subsidiaries and will cause each Representative none of the Representatives of the Company or Sellers to refrain from takingany of the Company Subsidiaries shall), directly or indirectly: (a) solicit, any action (i) to solicit facilitate or initiate encourage the submission initiation of any inquiry, proposal or indication of interest offer from any Person (other than PurchaserAxcan) relating to an acquisition of the Stock, the Assets or Company or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company, a possible Acquisition Transaction; (iib) to participate in any discussions or negotiations regardingor enter into any agreement with, or furnish to provide any non-public information to, any Person (other than Axcan) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any information with respect toproposal or offer from any Person (other than Axcan) relating to a possible Acquisition Transaction. The Company shall promptly notify Axcan in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction (including the identity of the Person making or submitting such inquiry, proposal or offer, and the terms thereof) that is received by or on behalf of the Company, any Company Subsidiary or any of the stockholders of the Company during the period referred to in the preceding sentence. “Acquisition Transaction” shall mean any transaction (other than and not including Allowed Securities Issuances, Repurchases and matters related to the Divestiture) involving: (a) the sale, license, disposition or acquisition of all or a substantial portion of the business or assets of the Company or any Company Subsidiary; (b) * Confidential treatment requested. the issuance, disposition or acquisition of (i) any capital stock or other equity security of the Company or any Company Subsidiary, (ii) any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock or other equity security of the Company or any Company Subsidiary, or (iii) any security, instrument or obligation that is or may reasonably be expected to lead to, an acquisition become convertible into or exchangeable for any capital stock or other equity security of the Stock, the Assets or Company or any Company Subsidiary; or (c) any merger, consolidation, combination, share exchange, recapitalizationbusiness combination, liquidation reorganization, recapitalization or dissolution similar transaction involving the Company (or any proposal or indication of interest relating to any of the foregoing) with any Person (other than Purchaser) or (iii) to authorize, engage in, or enter into any agreement or understanding (other than with Purchaser) with respect to an acquisition of the Stock, the Assets or Company or a merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving Company (or any proposal or indication of interest relating to any of the foregoing). If any proposal described in this section is received by Company or Sellers, Company and Sellers agree to promptly notify Purchaser in writing and disclose the material terms of any such proposal (including without limitation the identity of the prospective purchaser) to Purchaser, and Company and Sellers will notify any prospective purchaser of their obligations hereunder and assure that any such disclosure does not violate any agreement binding on CompanySubsidiary.