Common use of Other Potential Bidders Clause in Contracts

Other Potential Bidders. Artistic, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to a transaction or series of transactions involving the Assets and the Assumed Liabilities to be transferred or assumed hereunder. Artistic, its affiliates and their respective officers, directors, employees, representatives and agents, may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor made after the date hereof, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any transaction involving the Assets and the Assumed Liabilities, if such entity or group has submitted a bona fide written proposal to the Board relating to any such transaction and the Board by a majority vote determines that such transaction would be on sub- stantially the same basis as this Agreement and would result in increased aggregate cash consideration being available to the stockholders of Artistic. The Board shall notify ADI immediately if any such proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of any proposal and shall keep ADI promptly advised of all material developments in connection therewith. Except as set forth above, neither Artistic or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than ADI, any affiliate or associate of ADI or any designee of ADI) concerning any transaction involving the Assets or the Assumed Liabilities. Nothing in this Section 4.2 shall prohibit Artistic from complying with its obligations under the Merger Agreement.

Other Potential Bidders. Artistic(a) The Company, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company other than a transaction or series sale of transactions involving assets and assumption of liabilities pursuant to the Assets and the Assumed Liabilities to be transferred or assumed hereunderAsset Purchase Agreement. Artistic, its affiliates and their respective officers, directors, employees, representatives and agents, The Company may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor made after the date hereof, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Assets and Company or any division of the Assumed LiabilitiesCompany, if such entity or group has submitted a bona fide written proposal to the Board relating to any such transaction and the Board by a majority vote determines in its good faith judgment, based upon the written advice of outside counsel, that failing to take such transaction action would be on sub- stantially constitute a breach of the same basis as this Agreement Board's fiduciary duty under applicable law; PROVIDED, HOWEVER, that the Company may furnish information and would result access, and participate in increased aggregate cash consideration being available discussing and negotiate, with respect to a sale of assets and assumption of liabilities pursuant to the stockholders of ArtisticAsset Purchase Agreement. The Board shall notify ADI Parent immediately if any such proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of any proposal and shall keep ADI Parent promptly advised of all material developments in connection therewith. Except as set forth above, neither Artistic the Company or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than ADIParent and Newco, any affiliate or associate of ADI Parent and Newco or any designee of ADIParent and Newco) concerning any transaction merger, sale of assets, sale of shares of capital stock or similar transactions involving the Assets Company or any division of the Assumed Liabilities. Nothing Company (other than with respect to the assets and liabilities to be transferred pursuant to the Asset Purchase Agreement), PROVIDED, HOWEVER, that nothing herein shall prevent the Board from taking, and disclosing to the Company's stockholders, a position contemplated by Rules 14D-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer, PROVIDED, FURTHER, that the Board shall not recommend that the stockholders of the Company tender their Shares in connection with any such tender offer unless the Board by a majority vote determines in its good faith judgment that, based upon the written advice of outside counsel, failing to take such action would constitute a breach of the Board's fiduciary duty under applicable law. (b) Notwithstanding anything in this Section 4.2 Agreement to the contrary, no action taken by the Board, based upon the written advice of outside counsel, in the exercise of its fiduciary duties, shall prohibit Artistic from complying with its obligations under the Merger constitute a breach of any provision of this Agreement.

Other Potential Bidders. Artistic(a) The Company, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company other than a transaction or series sale of transactions involving assets and assumption of liabilities pursuant to the Assets and the Assumed Liabilities to be transferred or assumed hereunderAsset Purchase Agreement. Artistic, its affiliates and their respective officers, directors, employees, representatives and agents, The Company may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor made after the date hereof, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Assets and Company or any division of the Assumed LiabilitiesCompany, if such entity or group has submitted a bona fide written proposal to the Board relating to any such transaction and the Board by a majority vote determines in its good faith judgment, based upon the written advice of outside counsel, that failing to take such transaction action would be on sub- stantially constitute a breach of the same basis as this Agreement Board's fiduciary duty under applicable law; provided, however, that the Company may furnish information and would result access, and participate in increased aggregate cash consideration being available discussing and negotiate, with respect to a sale of assets and assumption of liabilities pursuant to the stockholders of ArtisticAsset Purchase Agreement. The Board shall notify ADI Parent immediately if any such proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of any proposal and shall keep ADI Parent promptly advised of all material developments in connection therewith. Except as set forth above, neither Artistic the Company or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than ADIParent and Newco, any affiliate or associate of ADI Parent and Newco or any designee of ADIParent and Newco) concerning any transaction merger, sale of assets, sale of shares of capital stock or similar transactions involving the Assets Company or any division of the Assumed Liabilities. Nothing Company (other than with respect to the assets and liabilities to be transferred pursuant to the Asset Purchase Agreement), provided, however, that nothing herein shall prevent the Board from taking, and disclosing to the Company's stockholders, a position contemplated by Rules 14D-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer, provided, further, that the Board shall not recommend that the stockholders of the Company tender their Shares in connection with any such tender offer unless the Board by a majority vote determines in its good faith judgment that, based upon the written advice of outside counsel, failing to take such action would constitute a breach of the Board's fiduciary duty under applicable law. (b) Notwithstanding anything in this Section 4.2 Agreement to the contrary, no action taken by the Board, based upon the written advice of outside counsel, in the exercise of its fiduciary duties, shall prohibit Artistic from complying with its obligations under the Merger constitute a breach of any provision of this Agreement.

Other Potential Bidders. Artistic(a) The Company, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or any equity interest in, the Company or any business combination with the Company other than a transaction or series sale of transactions involving assets and assumption of liabilities pursuant to the Assets and the Assumed Liabilities to be transferred or assumed hereunderAsset Purchase Agreement. Artistic, its affiliates and their respective officers, directors, employees, representatives and agents, The Company may, directly or indirectly, furnish information and access, in each case only in response to unsolicited requests therefor made after the date hereof, to any corporation, partnership, person or other entity or group pursuant to confidentiality agreements, and may participate in discussions and negotiate with such entity or group concerning any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Assets and Company or any division of the Assumed LiabilitiesCompany, if such entity or group has submitted a bona fide written proposal to the Board relating to any such transaction and the Board by a majority vote determines in its good faith judgment, based upon the written advice of outside counsel, that failing to take such transaction action would be on sub- stantially constitute a breach of the same basis as this Agreement Board's fiduciary duty under applicable law; provided, however, that the Company may furnish information and would result access, and participate in increased aggregate cash consideration being available discussing and negotiate, with respect to a sale of assets and assumption of liabilities pursuant to the stockholders of ArtisticAsset Purchase Agreement. The Board shall notify ADI Parent immediately if any such proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror offer or and the terms and conditions of any proposal and shall keep ADI Parent promptly advised of all material developments in connection therewith. Except as set forth above, neither Artistic the Company or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than ADIParent and Newco, any affiliate or associate of ADI Parent and Newco or any designee of ADIParent and Newco) concerning any transaction merger, sale of assets, sale of shares of capital stock or similar transactions involving the Assets Company or any division of the Assumed Liabilities. Nothing Company (other than with respect to the assets and liabilities to be transferred pursuant to the Asset Purchase Agreement), provided, however, that nothing herein shall prevent the Board from taking, and disclosing to the Company's stockholders, a position contemplated by Rules 14D-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer, provided further, that the Board shall not recommend that the stockholders of the Company tender their Shares in connection with any such tender offer unless the Board by a majority vote determines in its good faith judgment that, based upon the written advice of outside counsel, failing to take such action would constitute a breach of the Board's fiduciary duty under applicable law. (b) Notwithstanding anything in this Section 4.2 Agreement to the contrary, no action taken by the Board, based upon the written advice of outside counsel, in the exercise of its fiduciary duties, shall prohibit Artistic from complying with its obligations under the Merger constitute a breach of any provision of this Agreement.