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 the terms and conditions of the definitive documentation in respect of the Transaction) with the Special Committee and shall participate in meetings and negotiations with the Special Committee and its advisors. In order to facilitate the foregoing, the Parties agree that the Major Shareholder shall be the lead negotiator with the Special Committee with respect to the Transaction and the Major Shareholder shall (i) obtain the consent from the Sponsors on any changes to the purchase price, (ii) consult with the Sponsors on the terms of all Transaction documentation, (iii) circulate all drafts of the Transaction documentation, (iv) inform the Sponsors of the status of discussions and negotiations with the Special Committee and (v) include the Sponsors in such negotiations if so reasonably requested. (b) Each Party shall use its/his/her reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Target in connection with gaining access to information with respect to the Target in connection with the Transaction.