Common use of No Other Negotiations Clause in Contracts

No Other Negotiations. Company will not, and Company will not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company or any attorney, investment banker or other person on Company's or their behalf to, directly or indirectly: (i) solicit, initiate, encourage or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iii) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Parent) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between Company and any third party that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7

No Other Negotiations. Company Digital Content will not, and Company Digital Content --------------------- will not --------------------- authorize, encourage or permit any officer, director, employee, shareholderManager, Member, affiliate or agent of Company Digital Content or any attorney, investment banker or other person on CompanyDigital Content's or their behalf to, directly or indirectly: (i) solicit, initiate, encourage or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company Digital Content is not interested in any Alternative Transaction); (iii) furnish any information regarding Company Digital Content to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will Digital Content is not consider interested in any Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will Digital Content is not consider interested in any Alternative Transaction); (v) otherwise cooperate with, facilitate (with knowledge) or encourage any effort or attempt by any person or entity (other than ParentKeynote) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between Company Digital Content and any third party that is related to, provides for or concerns any Alternative Transaction. Company Digital Content will promptly notify Parent Keynote orally and in writing of any inquiries or proposals received by Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7Digital Content,

No Other Negotiations. The Company will not, and the Company will not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of the Company or any attorney, investment banker or other person on the Company's or their behalf to, directly or indirectly: (i) solicit, initiate, encourage or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Alternative Transaction); (iii) furnish any information regarding the Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will is not consider interested in any Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will is not consider interested in any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Parent) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between Company and any third party that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7or

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company Subsidiary or any attorneyof their respective officers, directors, employees, shareholders, affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage encourage, facilitate or induce the making, submission or announcement ofof any inquiry, any offer or proposal from any party Person (other than Acquiror) concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction with any Person (other than Acquiror) or a an offer or proposal therefor; (iib) consider any inquiry, offer or proposal received from any party Person (other than Acquiror) concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Alternative Transaction); (iiic) furnish any nonpublic information regarding the Company or its Subsidiaries to any person or entity Person (other than Acquiror and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will is not consider interested in any Alternative Transaction); (ivd) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Acquiror and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will is not consider interested in any Alternative Transaction); (vf) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentAcquiror and its agents and advisors) to effect any Alternative Transaction; or (vih) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Acquiror) that is related to, provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.7(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company Subsidiary or any attorneyof their respective officers, directors, employees, shareholders, affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, "COMPANY REPRESENTATIVES") to, directly or indirectly: (ia) solicit, initiate, encourage encourage, induce or induce knowingly facilitate the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Acquiror) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company or the Company Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiAcquiror and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to a binding "no shop" covenant); (ivd) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Acquiror and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to a binding "no shop" covenant); (vd) otherwise cooperate with, encourage or knowingly facilitate or encourage any effort or attempt by any person or entity Person (other than ParentAcquiror and its agents and advisors) to effect any Alternative Transaction; or (vih) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Acquiror) that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7.

No Other Negotiations. (a) The Company will not, and Company will not --------------------- authorize, encourage or permit any officerother Person, directorincluding any of its directors, employeeofficers, shareholderagents, affiliate or agent advisors and other representatives (all of the foregoing Persons collectively being the “Company or any attorneyRepresentatives”), investment banker or other person on Company's or their its behalf to, directly or indirectly: (i) solicit, initiate, encourage encourage, induce or induce facilitate the making, submission or announcement ofof any inquiry, any expression interest, offer or proposal from any party Person concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider furnish any information regarding the Business to any Person (other than Buyer) in connection with, or enter into, participate in, maintain or continue any discussions or negotiations with any Person (other than Buyer) regarding, any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iii) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentBuyer) to effect any Alternative Transaction; or (viiv) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between the Company and any third party Person (other than Buyer) that is related to, provides for or concerns any Alternative Transaction. The Company will promptly notify Parent orally and in writing Buyer of any inquiries or proposals received by the Company or its directorsor, officersto the Company’s Knowledge, shareholders, employees or agents by any Company Representative regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any such inquiry or proposal. Any violation of As used herein, the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7term “

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company Subsidiary or any attorneyof their respective officers, directors, employees, stockholders, affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, "COMPANY REPRESENTATIVES") to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Acquiror) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiAcquiror and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.7); (ivc) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Acquiror and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.7); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentAcquiror and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Acquiror) that is related to, -50- provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.7(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company the Operating Subsidiary or any attorneyof the Company’s or the Operating Subsidiary’s officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Parent) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company or the Operating Subsidiary to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiParent and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (ivc) enter into, participate in in, entertain, maintain or continue any discussions or negotiations with any person or entity Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentParent and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company or the Operating Subsidiary and any third party Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directorsTransaction (each, officers, shareholders, employees or agents regarding any an “Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth Agreement”); provided, however, that nothing contained in this Section by 5.8 or any officer, director or employee other provision of this Agreement prohibits the Company or the Company Board from making such disclosure to the Company Stockholders as, in the good faith judgment of the Company Board, after receiving advice from its outside counsel, is required under Applicable Law in order to comply with its fiduciary duties. If any attorneyCompany Representative, investment banker whether in his or her capacity as such or in any other director or representative of capacity, takes any action that the Company is obligated pursuant to this Section 5.8 to cause such Company Representative not to take, then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.8(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company Subsidiary or any attorneyof their respective officers, directors, employees, shareholders, affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, "COMPANY REPRESENTATIVES") to, directly or indirectly: (i) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Acquiror) concerning any Alternative Transaction Transaction; (ii) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiAcquiror and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to a binding "no shop" covenant); (iviii) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Acquiror and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to a binding "no shop" covenant); (viv) otherwise knowingly cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentAcquiror and its agents and advisors) to effect any Alternative Transaction; or (viv) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Acquiror) that is related to, provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.7(a).