Common use of Negotiation with Others Clause in Contracts

Negotiation with Others. (a) Neither the Company nor any Company Subsidiary shall, through any officer, director, employee, representative, agent or direct or indirect stockholder of the Company or any Company Subsidiary, directly or indirectly, take any action to (i) encourage, initiate or solicit the submission of any proposal that constitutes an Acquisition Proposal, (ii) enter into any agreement with respect to or accept any Acquisition Proposal; or (iii) encourage, initiate or solicit the making of any proposal that constitutes or may reasonably be expected to lead to, an Acquisition Proposal; provided, however, that nothing contained in this Section 7.10 shall prohibit the Company, or its Board of Directors, from making any disclosure to its stockholders that, in the judgment of its Board of Directors in accordance with, and based upon, the advice of independent legal counsel, is required under applicable law.