Common use of Other Potential Acquirors Clause in Contracts

Other Potential Acquirors. From and after the date hereof, such Shareholder, without the prior written consent of EXCEL, will not, unless and until the Company is permitted to take such actions under Section 6.3 of the Merger Agreement, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal. Consistent with the provisions of such Section 6.3, such Shareholder shall immediately cease and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by such Shareholder with respect to the foregoing. Such Shareholder shall notify EXCEL orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 48 hours of the receipt thereof, shall keep EXCEL informed of the status and details of any such inquiry, offer or proposal, and shall give EXCEL two business days' advance notice of any agreement to be entered into with any person making such inquiry, offer or proposal.

Other Potential Acquirors. From Such Stockholder (i) shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or its Subsidiaries or any business combination with the Company or its Subsidiaries, in his, her or its capacity as such, and (ii) from and after the date hereof, such Shareholder, without hereof until termination of the prior written consent of EXCEL, will notMerger Agreement, unless and until the Company is permitted to take such actions under Section 6.3 4.4 of the Merger Agreement, shall not, in such capacity, directly or indirectly, solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing information) non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal which constitutes that constitutes, or may reasonably be expected to lead to an Acquisition Proposal from to, any personsuch transaction or acquisition, or engage in agree to or endorse any discussion such transaction or negotiations relating thereto acquisition, or accept authorize or permit any Acquisition Proposal. Consistent with the provisions of such Section 6.3, such Shareholder shall immediately cease and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by such Shareholder with respect Stockholder's agents to the foregoingdo so. Such Shareholder Stockholder shall notify EXCEL orally provide a written notice to Parent and Merger Sub describing in writing of any such inquiries, offers or proposals (including, without limitation, reasonable detail the material terms and conditions of any such proposal as promptly as reasonably practicable following receipt thereof by such Stockholder (in its capacity as such) and the identity of the person making it), within 48 hours of the receipt thereof, shall keep EXCEL informed Parent and Acquisition advised thereafter of the status and details of any such inquiry, offer or proposal, and shall give EXCEL two business days' advance notice of any agreement to be entered into material developments with any person making such inquiry, offer or proposalrespect thereto as promptly as reasonably practicable.

Other Potential Acquirors. From Xxxxxxxx (i) shall immediately cease ------------------------- any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, ExecuStay or any of its subsidiaries or any business combination with ExecuStay or any of its subsidiaries, in his capacity as such, and (ii) from and after the date hereof, such Shareholder, without hereof until termination of the prior written consent of EXCEL, will notMerger Agreement, unless and until the Company ExecuStay is permitted to take such actions under Section 6.3 5.4 of the Merger Agreement, shall not, in such capacity, directly or indirectly, solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing information) non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal which constitutes that constitutes, or may reasonably be expected to lead to an Acquisition Proposal from to, any personsuch transaction or acquisition, or engage in agree to or endorse any discussion such transaction or negotiations relating thereto acquisition, or accept authorize or permit any of Xxxxxxxx'x agents to do so, and Xxxxxxxx shall promptly notify Marriott or Acquisition Proposal. Consistent with the provisions of such Section 6.3, such Shareholder any proposal and shall immediately cease and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by such Shareholder with respect to the foregoing. Such Shareholder shall notify EXCEL orally and in writing provide a copy of any such inquiries, offers written proposal and a summary of any oral proposal to Marriott or proposals Acquisition immediately after receipt thereof (including, without limitation, and shall specify the material terms and conditions of any such proposal and the identity of identify the person making it), within 48 hours of the receipt thereof, shall such proposal) and thereafter keep EXCEL informed of the status and details Marriott or Acquisition advised of any such inquiry, offer or proposal, and shall give EXCEL two business days' advance notice of any agreement to be entered into development with any person making such inquiry, offer or proposalrespect thereto.

Other Potential Acquirors. From Xxxxx (i) shall immediately cease any ------------------------- existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, ExecuStay or any of its subsidiaries or any business combination with ExecuStay or any of its subsidiaries, in her capacity as such, and (ii) from and after the date hereof, such Shareholder, without hereof until termination of the prior written consent of EXCEL, will notMerger Agreement, unless and until the Company ExecuStay is permitted to take such actions under Section 6.3 5.4 of the Merger Agreement, shall not, in such capacity, directly or indirectly, solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing information) non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal which constitutes that constitutes, or may reasonably be expected to lead to an Acquisition Proposal from to, any personsuch transaction or acquisition, or engage in agree to or endorse any discussion such transaction or negotiations relating thereto acquisition, or accept authorize or permit any of Xxxxx'x agents to do so, and Xxxxx shall promptly notify Marriott or Acquisition Proposal. Consistent with the provisions of such Section 6.3, such Shareholder any proposal and shall immediately cease and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by such Shareholder with respect to the foregoing. Such Shareholder shall notify EXCEL orally and in writing provide a copy of any such inquiries, offers written proposal and a summary of any oral proposal to Marriott or proposals Acquisition immediately after receipt thereof (including, without limitation, and shall specify the material terms and conditions of any such proposal and the identity of identify the person making it), within 48 hours of the receipt thereof, shall such proposal) and thereafter keep EXCEL informed of the status and details Marriott or Acquisition advised of any such inquiry, offer or proposal, and shall give EXCEL two business days' advance notice of any agreement to be entered into development with any person making such inquiry, offer or proposalrespect thereto.

Other Potential Acquirors. From Such Shareholder (i) shall ------------------------- immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or its subsidiaries or any business combination with the Company or its subsidiaries, in his, her or its capacity as such, and (ii) from and after the date hereof, such Shareholder, without hereof until termination of the prior written consent of EXCEL, will notMerger Agreement, unless and until the Company is permitted to take such actions under Section 6.3 4.4 of the Merger Agreement, shall not, in such capacity, directly or indirectly, solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing information) non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal which constitutes that constitutes, or may reasonably be expected to lead to an Acquisition Proposal from to, any personsuch transaction or acquisition, or engage in agree to or endorse any discussion such transaction or negotiations relating thereto acquisition, or accept authorize or permit any Acquisition Proposal. Consistent with the provisions of such Section 6.3Shareholder's agents to do so, and such Shareholder shall immediately cease promptly notify Parent or Merger Sub of any proposal and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by such Shareholder with respect to the foregoing. Such Shareholder shall notify EXCEL orally and in writing provide a copy of any such inquiries, offers written proposal and a summary of any oral proposal to Parent or proposals Merger Sub immediately after receipt thereof (including, without limitation, and shall specify the material terms and conditions of any such proposal and the identity of identify the person making it), within 48 hours of the receipt thereof, shall such proposal) and thereafter keep EXCEL informed of the status and details Parent or Merger Sub promptly advised of any such inquiry, offer or proposal, and shall give EXCEL two business days' advance notice of any agreement to be entered into development with any person making such inquiry, offer or proposalrespect thereto.

Other Potential Acquirors. From Such Stockholder (i) shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, Orion or its Subsidiaries (other than Landmark) or any business combination with Orion or its Subsidiaries (other than Landmark), in his, her or its capacity as such, and (ii) from and after the date hereof, such Shareholder, without hereof until termination of the prior written consent of EXCEL, will notStock Purchase Agreement, unless and until the Company Seller is permitted to take such actions under Section 6.3 5.08 of the Merger Stock Purchase Agreement, shall not, in such capacity, directly or indirectly, solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing information) nonpublic information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal which constitutes that constitutes, or may reasonably be expected to lead to an Acquisition Proposal from to, any personsuch transaction or acquisition, or engage in agree to or endorse any discussion such transaction or negotiations relating thereto acquisition, or accept authorize or permit any Acquisition Proposal. Consistent with the provisions of such Section 6.3Stockholder's directors, officers, stockholders, employees or agents to do so, and such Shareholder Stockholder shall immediately cease promptly notify Buyer of any proposal and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by such Shareholder with respect to the foregoing. Such Shareholder shall notify EXCEL orally and in writing provide a copy of any such inquiries, offers or proposals written proposal and a summary of any oral proposal to Buyer immediately after receipt thereof (including, without limitation, and shall specify the material terms and conditions of any such proposal and the identity of identify the person making it), within 48 hours of the receipt thereof, shall such proposal) and thereafter keep EXCEL informed of the status and details Buyer promptly advised of any such inquiry, offer or proposal, and shall give EXCEL two business days' advance notice of any agreement to be entered into development with any person making such inquiry, offer or proposalrespect thereto.

Other Potential Acquirors. From Such Stockholder (i) shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, Orion or its Subsidiaries (other than Landmark) or any business combination with Orion or its Subsidiaries (other than Landmark), in his, her or its capacity as such, and (ii) from and after the date hereof, such Shareholder, without hereof until termination of the prior written consent of EXCEL, will notStock Purchase Agreement, unless and until the Company Seller is permitted to take such actions under Section 6.3 5.08 of the Merger Stock Purchase Agreement, shall not, in such capacity, directly or indirectly, solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing information) nonpublic information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal which constitutes that constitutes, or may reasonably be expected to lead to an Acquisition Proposal from to, any personsuch transaction or acquisition, or engage in agree to or endorse any discussion such transaction or negotiations relating thereto acquisition, or accept authorize or permit any Acquisition Proposal. Consistent with the provisions of such Section 6.3Stockholder's directors, officers, stockholders, employees or agents to do so, and such Shareholder Stockholder shall immediately cease promptly of any proposal and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by such Shareholder with respect to the foregoing. Such Shareholder shall notify EXCEL orally and in writing provide a copy of any such inquiries, offers or proposals written proposal and a summary of any oral proposal to Buyer immediately after receipt thereof (including, without limitation, and shall specify the material terms and conditions of any such proposal and the identity of identify the person making it), within 48 hours of the receipt thereof, shall such proposal) and thereafter keep EXCEL informed of the status and details Buyer promptly advised of any such inquiry, offer or proposal, and shall give EXCEL two business days' advance notice of any agreement to be entered into development with any person making such inquiry, offer or proposalrespect thereto.