Common use of No Solicitation of Other Offers Clause in Contracts

No Solicitation of Other Offers. Neither the Company nor any of its Subsidiaries, shall, directly or indirectly, take (and the Company shall not authorize or permit its or its Subsidiaries, officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to encourage, solicit, initiate or, subject to the fiduciary duties of the Board of Directors under applicable law as advised in writing by counsel, participate in any way in discussions or negotiations with, or furnish any information to, any Person (other than EMKT, Top Team or their respective officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger or other business combination, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any Subsidiary or division of the Company. The Company will promptly communicate to EMKT and Top Team the terms of any proposal or inquiry that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with the Company.

No Solicitation of Other Offers. Neither the Company nor any of its Subsidiaries, shall, directly or indirectly, take (and the Company shall not authorize or permit its or its Subsidiaries, officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to encourage, solicit, initiate or, subject to the fiduciary duties of the Board of Directors under applicable law as advised in writing by counsel, participate in any way in discussions or negotiations with, or furnish any information to, any Person (other than EMKT, Top Team FMI or their respective officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger or other business combination, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any Subsidiary or division of the Company. The Company will promptly communicate to EMKT and Top Team FMI the terms of any proposal or inquiry that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with the Company.