Negotiations with Others. From and after the date hereof unless and until this Agreement shall have terminated in accordance with its terms, the Stockholder will not, and will not permit Seller or any officer, director, employee or other Representative of Seller to, directly or indirectly (a) solicit, engage in discussions or engage in negotiations with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal; (b) provide information to any person (other than Buyer or any of its Affiliates) in connection with an Acquisition Proposal; or (c) enter into any transaction with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal. If the Stockholder, Seller or Representative receives any offer or proposal to enter into discussions or negotiations relating to any of the above, Seller or the Stockholder will immediately notify Buyer in writing as to the identity of the offeror or the party making any such proposal and the specific terms of such offer or proposal.
Negotiations with Others. From the date hereof until the termination of this Agreement in accordance with its terms or the Closing, Seller and its Affiliates will not, and will cause its and their respective officers, directors, investment bankers, attorneys, accountants and other agents not to: (i) initiate, solicit (including by way of furnishing information) or accept, any offer or proposal which constitutes, an Alternative Proposal or (ii) in the event of an unsolicited Alternative Proposal, engage in substantive discussions or negotiations, or enter into any Contract, with, or furnish information to, any Person relating to any Alternative Proposal. All such negotiations prior to the date hereof have been terminated. For purposes of this Agreement, "Alternative Proposal" means any proposal or offer from any Person relating to any acquisition or purchase of all or substantially all of the assets or common stock of the Company or any merger, consolidation, business combination or similar transaction involving the Company, other than the transactions contemplated by this Agreement.
Negotiations with Others. Until the Closing or the earlier termination of this Agreement, each of MUFG and MS will not and will cause each of its respective Subsidiaries and representatives, as the case may be, not to, directly or indirectly, without the prior written Consent of the other, initiate discussions or engage in negotiations concerning, or discuss, with any Person other than the other Party hereto and its representatives, any proposal (a) that is reasonably likely to prevent or materially delay the consummation of or otherwise have a Material Adverse Effect on the transactions contemplated by this Agreement or the other Transaction Documents, including proposals regarding the acquisition of, or joint venture with respect to, all or part of the MUS Contributed Assets or the MUS Contributed Business, or the MSJS Contributed Assets or the MSJS Contributed Business, as the case may be or (b) that would involve the direct or indirect acquisition by MUS or MSJS or their respective Affiliates of an interest greater than 15% in, or their entering into a joint venture with respect to, a Securities Company in Japan.
Negotiations with Others. (a) From and after the date hereof and until this Agreement shall have been terminated in accordance with its terms, each party agrees that it will not, directly or indirectly, encourage or solicit any inquiries or proposals by or engage in any discussions or negotiations with, or enter into any Contract or understanding with, any person concerning an Acquisition Proposal subject, however, to such actions which, in the good faith judgment of the Board of Directors of CDBeat and the management of Cakewalk, based upon the advice of counsel, are required under applicable Law to be taken in the exercise of its fiduciary duties. Each party shall advise the other of any unsolicited written proposal or offer to enter into an Acquisition Proposal.
Negotiations with Others. Until the Closing or the earlier termination of this Agreement, each of Citigroup and Morgan Stanley will not and will cause each of their respective Subsidiaries and representatives, as the case may be, not to, directly or indirectly, without the written consent of the other, initiate discussions or engage in negotiations concerning, or discuss, with any Person other than the other Party hereto and their representatives, any proposal regarding the acquisition of or joint venture with respect to all or part of the Citigroup Contributed Assets, the Citigroup Contributed Equity Interests, or the Citigroup Contributed Business, or the Morgan Stanley Contributed Assets, the Morgan Stanley Contributed Equity Interests or the Morgan Stanley Contributed Business, as the case may be. Nothing in this Section 4.9 shall interfere with the ability of either Citigroup or Morgan Stanley to pursue or consider any merger or other business combination transaction involving such Party, other than any transaction that is reasonably likely to prevent the consummation of the transactions contemplated hereby.
Negotiations with Others. From and after the date hereof unless and until this Agreement shall have terminated in accordance with its terms, He-Ro agrees that neither He-Ro, nor any of its Affiliates or any officer, director, employee, shareholder or other Representative of He-Ro or its Affiliates, will directly or indirectly (i) solicit, engage in discussions or engage in negotiations with any person (other than Nah-Nah or any of its Affiliates) with respect to an Acquisition Proposal; (ii) provide non-public information to any person (other than Nah-Nah or any of its Representatives) in connection with an Acquisition Proposal; or (iii) enter into any transaction with any person (other than Nah-Nah or any of its Affiliates) with respect to an Acquisition Proposal. Notwithstanding the foregoing, He-Ro's Board of Directors may, to the extent required in the exercise of the fiduciary duties of its Board of Directors under applicable law as advised by counsel, engage in or participate in negotiations concerning, and, in connection therewith, provide nonpublic information or data to and have any discussions relating to, an Acquisition Proposal. If He-Ro, any Affiliate or shareholder or Representative thereof receives any Acquisition Proposal, or any offer relating to an Acquisition Proposal, He-Ro will immediately notify Nah-Nah in writing as to the identity of the offeror or the party making any such proposal and the specific terms of such offer or -29- 30 proposal, and shall provide Nah-Nah with seven (7) business days from the date of Nah-Nah's receipt of such notification to match such Acquisition Proposal prior to any acceptance by He-Ro of an Acquisition Proposal. If this Agreement is not terminated as of or prior to the Schedule Delivery Date pursuant to Section 1.4 hereof or otherwise, then, if He-Ro accepts any Acquisition Proposal on or after the Schedule Delivery Date, He-Ro shall immediately upon demand from Nah-Nah, pay to Nah-Nah an amount equal to Nah-Nah's and Han's fees and expenses incurred in connection with this Agreement and the Contemplated Transactions (including without limitation attorneys and accountants fees and expenses) and shall also pay to Nah-Nah upon the closing of such other transaction, 10% of the gross proceeds thereof or $300,000, whichever is less. The parties hereby acknowledge and agree that He-Ro and Rounick shall be jointly and severally liable for any amounts payable under this Section 4.1(i) and Section 4A.1(e) hereof and that any amounts pai...
Negotiations with Others. From and after the date hereof unless and until this Agreement shall have terminated in accordance with its terms, Sellers, jointly and severally, agree that neither Sellers, the Company, any Affiliate of any of them, nor any Representative of any of them, will directly or indirectly (i) solicit, engage in discussions or engage in negotiations with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal; (ii) provide information to any person (other than Buyer, any of its Representatives or the Company's Representatives) in connection with an Acquisition Proposal; (iii) enter into any transaction with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal; or (iv) agree to do any of the foregoing. If any Seller, the Company, any Affiliate or Representative thereof receives any offer or proposal to enter into discussions or negotiations relating to any of the above, Sellers will immediately notify Buyer in writing as to the identity of the offeror or the party making any such proposal and the specific terms of such offer or proposal.
Negotiations with Others. Until the Effective Time or the earlier termination of this Agreement pursuant to Section 9.1 hereof (the time period beginning on the date hereof and ending on such date being hereinafter referred to as the "No-Shop Period"), neither the Company nor the Stockholder shall, nor shall the Company authorize any of its employees, officers, stockholders or agents to, directly or indirectly, solicit, initiate or engage in discussions or negotiations with, or provide any information to, or take any other action to facilitate the efforts of, any third party with respect to a financing of, or investment in, the Company (including by way of the purchase of any capital stock or other securities from the Company or the Stockholder) or the acquisition of the Company (including by way of merger, purchase of capital stock or purchase of assets) or any of its assets by such third party, or that would otherwise be inconsistent with the terms of this Agreement, or that would prohibit the performance of the Company's obligations hereunder or that could be expected to diminish the likelihood of or render impracticable the consummation of the transactions contemplated hereby (each as described above (other than the Merger and the transactions contemplated herein), an "Acquisition Transaction"), or enter into any agreement or arrangement with respect to, or authorize or consummate, an Acquisition Transaction. If the Company or any employee, officer, stockholder or agent of the Company receives an unsolicited offer or proposal to enter negotiations relating to an Acquisition Transaction, such party shall immediately notify Parent of such offer or proposal and shall immediately reject such offer. Upon the execution and delivery of this Agreement, the Company and the Stockholder shall terminate any and all discussions, if any, it or he may be having with respect to an Acquisition Transaction. During the No-Shop Period, neither the Company nor the Stockholder shall, nor shall the Company authorize any of its employees, officers, stockholders or agents to, directly or indirectly, negotiate or discuss with any person or entity that provides or proposes to provide online services, the provision of financing to the Company by such person or entity or any merger, consolidation, business combination or similar transaction with any such person or entity, directly or indirectly.
Negotiations with Others. During the period from the date of this Agreement to the Closing Date, neither the Executive Shareholders nor the Company shall, directly or indirectly, engage in discussions or negotiations with any person or entity concerning any possible proposal regarding a sale or transfer of all or any part of the PSI Shares or the assets or business operations of PSI. The Executive Shareholders agree to disclose to the Company the existence and content of any communication they receive concerning any such possible proposal as soon as practicable after receipt of the communication.
Negotiations with Others. During the period from the date of this Agreement to the Closing Date, neither the Members nor the Company shall, directly or indirectly, engage in discussions or negotiations with any person or entity concerning any possible proposal regarding a sale or transfer of all or any part of the Interests or the assets or business operations of CNS. The Members agree to disclose to the Company the existence and content of any communication they receive concerning any such possible proposal as soon as practicable after receipt of the communication.
