Common use of TRANSACTION PROCESS Clause in Contracts

TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction, including without limitation undertaking further due diligence on the Company and its business, negotiating and discussing the terms and conditions of the Merger Agreement and other definitive transaction documents in respect of the Transaction with the Company (including the Special Committee). In order to facilitate the foregoing and except as otherwise agreed, Mr. X▇▇▇▇▇▇▇ ▇▇▇▇▇ and its Representatives, in consultation with other Parties, shall be primarily responsible for negotiating with the Company (including the Special Committee); provided, that Mr. X▇▇▇▇▇▇▇ ▇▇▇▇▇ and its Representatives shall at all times (1) obtain the consents from other Parties on any adjustment to the purchase price listed in the Proposal and any change to material terms of the Transaction, (2) obtain the consents from other Parties on choosing any alternative structure to pursue the Transaction, (3) consult with the other Parties on the material terms of all Transaction documentation, (4) share with other Parties all drafts of the Transaction documentation, (5) inform other Parties of the status of discussions and negotiations with the Special Committee, and (6) include the Parties in meetings and negotiations with the Special Committee and its advisors if so requested. (b) Each Party shall use its reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.