Common use of Exclusive Dealings Clause in Contracts

Exclusive Dealings. From the Agreement Date until the Effective ------------------- Time, or earlier termination of this Agreement as provided in Article XIV ----------- hereof, none of PARENT, TARGET or their respective Affiliates, Associates, directors, officers, agents, employees, advisors, counsel or other representatives (collectively, "Representatives") shall, nor shall PARENT or --------------- TARGET authorize or permit any of their respective Representatives to, directly or indirectly: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to, or respond to (other than a simple response that none can be made), any offer or proposal to acquire all or any part of PARENT or TARGET, as the case may be, whether by asset purchase, license, joint venture, stock purchase, business combination or otherwise (a "Competing Transaction"), (ii) disclose any information concerning itself not ---------------------- customarily disclosed to any Person and which information one could reasonably assume would be used for the purposes of formulating an offer or proposal for a Competing Transaction, (iii) cooperate with any Person to make any such offer or proposal, (iv) agree to or endorse any Competing Transaction, or (v) authorize any Representatives to take any action prohibited by this Section. Each of PARENT and TARGET shall use its prudent business efforts, including (if necessary) the taking of legal action, at its cost and expense, to cause its respective Representatives to refrain from taking any action prohibited by this Section. Each of PARENT and TARGET shall promptly notify the other of any inquiry or contact with any Person with respect to an actual or potential Competing Transaction, the identity of the person making the contact and the material terms of any such contact. Each of PARENT and TARGET agrees that during the period in which this Section shall apply, it will not take or permit any material changes in its business, assets, liabilities, or condition, financial or otherwise, or enter into any agreement or understanding to do the same, except as expressly permitted under this Agreement.

Exclusive Dealings. From the Agreement Date until the Effective ------------------- Time, or earlier termination of this Agreement as provided in Article ARTICLE XIV ----------- hereof, none of PARENT, TARGET or their respective Affiliates, Associates, directors, officers, agents, employees, advisors, counsel or other representatives (collectively, "RepresentativesREPRESENTATIVES") shall, nor shall PARENT or --------------- TARGET authorize or permit any of their respective Representatives to, directly or indirectly: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to, or respond to (other than a simple response that none can be made), any offer or proposal to acquire all or any part of PARENT or TARGET, as the case may be, whether by asset purchase, license, joint venture, stock purchase, business combination or otherwise (a "Competing TransactionCOMPETING TRANSACTION"), (ii) disclose any information concerning itself not ---------------------- customarily disclosed to any Person and which information one could reasonably assume would be used for the purposes of formulating an offer or proposal for a Competing Transaction, (iii) cooperate with any Person to make any such offer or proposal, (iv) agree to or endorse any Competing Transaction, or (v) authorize any Representatives to take any action prohibited by this Section. Each of PARENT and TARGET shall use its prudent business efforts, including (if necessary) the taking of legal action, at its cost and expense, to cause its respective Representatives to refrain from taking any action prohibited by this Section. Each of PARENT and TARGET shall promptly notify the other of any inquiry or contact with any Person with respect to an actual or potential Competing Transaction, the identity of the person making the contact and the material terms of any such contact. Each of PARENT and TARGET agrees that during the period in which this Section shall apply, it will not take or permit any material changes in its business, assets, liabilities, or condition, financial or otherwise, or enter into any agreement or understanding to do the same, except as expressly permitted under this Agreement.