Common use of No Inconsistent Negotiations Clause in Contracts

No Inconsistent Negotiations. Neither the Company nor the Stockholders shall, nor shall any of them authorize or knowingly permit any director, officer, employee or other agent of the Company, directly or indirectly, to (i) take any action to solicit, initiate or encourage the submission of a Proposal; (ii) participate in any negotiations regarding, or furnish to any other person, entity or group any nonpublic information with respect to, a Proposal, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate, or encourage, any effort or attempt by any other person, entity or group to make a Proposal to the Stockholders or the Company. In addition, the Company and the Stockholders shall use reasonable efforts to cause any financial advisor engaged by the Company or the Stockholders for any purpose within the past twelve (12) months to refrain from taking any of the actions referred to in clause (i) or (ii) of the immediately preceding sentence. The Company and the Stockholders shall immediately cease any existing discussions or negotiations with any parties (other than Buyer) conducted heretofore with respect to any of the foregoing. The Company or the Stockholders shall notify Buyer promptly if any Proposal, or any inquiry or contact with any person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the offeror and the terms and conditions of the Proposal, including the proposed financing for such Proposal if contained therein. The Company and the Stockholders shall respond to any such Proposal only to the extent consistent with their obligations under this Purchase Agreement.

No Inconsistent Negotiations. Neither the Company nor the Stockholders Stockholder shall, nor shall any of them authorize or knowingly permit any director, officer, employee or other agent of the Company, directly or indirectly, to (i) take any action to solicit, initiate or encourage the submission of a Proposal; (ii) participate in any negotiations regarding, or furnish to any other person, entity or group any nonpublic information with respect to, a Proposal, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate, or encourage, any effort or attempt by any other person, entity or group to make a Proposal to the Stockholders or Stockholder, Holl▇ ▇▇ the Company. In addition, the Company and the Stockholders Stockholder shall use reasonable efforts to cause any financial advisor engaged by the Company or the Stockholders Stockholder for any purpose within the past twelve (12) months to refrain from taking any of the actions referred to in clause (i) or (ii) of the immediately preceding sentence. The Company and the Stockholders Stockholder shall immediately cease any existing discussions or negotiations with any parties (other than Buyer) conducted heretofore with respect to any of the foregoing. The Company or the Stockholders Stockholder shall notify Buyer promptly if any Proposal, or any inquiry or contact with any person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the offeror and the terms and conditions of the Proposal, including the proposed financing for such Proposal if contained therein. The Company and the Stockholders Stockholder shall respond to any such Proposal only to the extent consistent with their obligations under this Purchase Agreement.