Common use of TRANSACTION PROCESS Clause in Contracts

TRANSACTION PROCESS. The Parties shall: (a) undertake due diligence with respect to the Target and its business; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith the terms of the Documentation (including the terms of any other agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties). The Parties agree to negotiate in good faith to reach agreement on a shareholders’ agreement of the Surviving Company (the “Shareholders’ Agreement”) that would, among other things, govern the relationship of the shareholders in the Surviving Company, subject to the finalization of the rollover arrangements (“Rollover Agreement”) with the Rollover Shareholders in accordance with Section 1.04(c) and Section 1.05, following the Closing, and that would contain provisions customary for transactions of this type. This Agreement constitutes preliminary arrangements among the Parties with respect to their relationship as Consortium members and does not constitute any binding commitment by any Party to consummate the Transaction. Such binding commitment to consummate the Transaction will result only upon agreement and execution of the Documentation, and in no event will any Party be obligated to enter into any Documentation without such Party’s consent.