Common use of Negotiation with Others Clause in Contracts

Negotiation with Others. (a) During the period (the "Exclusivity Period") commencing on October 29, 2004, and ending on the first to occur of (a) the 180th day following October 29, 2004, and (b) the termination of this Agreement pursuant to Section 9.1(i), the Company and the Stockholder will not, either directly or indirectly through their respective representatives, submit, solicit, initiate, or discuss any proposal or offer from or to any person other than the Purchaser, or engage in any discussions that could lead to any proposal or offer from or to any person other than the Purchaser, regarding any possible sale, acquisition, reorganization, recapitalization, or other similar transaction involving the Company or any of its subsidiaries (whether by way of stock sale, sale of all or any material portion of assets, merger, consolidation or otherwise), or any stock sale or issuance or debt and/or equity financing involving the Company or any of its subsidiaries (each, a "Possible Transaction"), unless consented to in writing by the Purchaser. If, during the Exclusivity Period, any of the Stockholder or the Company is contacted by any other person or receives from any other person any written offer or proposal in connection with a Possible Transaction, the Company will promptly notify the Purchaser thereof, including any details and the identity of the person making any such offer or proposal and a copy thereof. During the Exclusivity Period, the Company will, and the Stockholder will cause the Company to, continue to operate its business in the ordinary course, unless otherwise consented to by the Purchaser. (b) The parties recognize and acknowledge that a breach of this Section 6.4 will cause irreparable and material loss and damage to the non-breaching party as to which it will not have an adequate remedy at law or in equity. Accordingly, each party acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach.

Negotiation with Others. (a) During the period (the "Exclusivity Period") commencing on October 29January 1, 20042005, and ending on the first to occur of (a) the 180th 120th day following October 29January 1, 20042005, and (b) the termination of this Agreement pursuant to Section 9.1(i), the Company and the Stockholder Stockholders will not, either directly or indirectly through their respective representatives, submit, solicit, initiate, or discuss any proposal or offer from or to any person other than the Purchaser, or engage in any discussions that could lead to any proposal or offer from or to any person other than the Purchaser, regarding any possible sale, acquisition, reorganization, recapitalization, or other similar transaction involving the Company or any of its subsidiaries (whether by way of stock sale, sale of all or any material portion of assets, merger, consolidation or otherwise), or any stock sale or issuance or debt and/or equity financing involving the Company or any of its subsidiaries (each, a "Possible Transaction"), unless consented to in writing by the Purchaser. If, during the Exclusivity Period, any of the Stockholder Stockholders (whether in an individual capacity or as an officer or representative of the Company Company) is contacted by any other person or receives from any other person any written offer or proposal in connection with a Possible Transaction, the Company will promptly notify the Purchaser thereof, including any details and the identity of the person making any such offer or proposal and a copy thereof. During the Exclusivity Period, the Company will, and the Stockholder Stockholders will cause the Company to, continue to operate its business in the ordinary course, unless otherwise consented to by the Purchaser. (b) The parties recognize and acknowledge that a breach of this Section 6.4 will cause irreparable and material loss and damage to the non-breaching party as to which it will not have an adequate remedy at law or in equity. Accordingly, each party acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach.

Negotiation with Others. (a) During the period (the "Exclusivity Period") commencing on October 29January 1, 20042005, and ending on the first to occur of (a) the 180th day following October 29January 1, 20042005, and (b) the termination of this Agreement pursuant to Section 9.1(i), the Company and the Stockholder will not, either directly or indirectly through their respective representatives, submit, solicit, initiate, or discuss any proposal or offer from or to any person other than the Purchaser, or engage in any discussions that could lead to any proposal or offer from or to any person other than the Purchaser, regarding any possible sale, acquisition, reorganization, recapitalization, or other similar transaction involving the Company or any of its subsidiaries (whether by way of stock sale, sale of all or any material portion of assets, merger, consolidation or otherwise), or any stock sale or issuance or debt and/or equity financing involving the Company or any of its subsidiaries (each, a "Possible Transaction"), unless consented to in writing by the Purchaser. If, during the Exclusivity Period, any of the Stockholder or the Company is contacted by any other person or receives from any other person any written offer or proposal in connection with a Possible Transaction, the Company will promptly notify the Purchaser thereof, including any details and the identity of the person making any such offer or proposal and a copy thereof. During the Exclusivity Period, the Company will, and the Stockholder will cause the Company to, continue to operate its business in the ordinary course, unless otherwise consented to by the Purchaser. (b) The parties recognize and acknowledge that a breach of this Section 6.4 will cause irreparable and material loss and damage to the non-breaching party as to which it will not have an adequate remedy at law or in equity. Accordingly, each party acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach.