Common use of Acquisition Transaction Clause in Contracts

Acquisition Transaction. Promptly following the execution of this ----------------------- Agreement, take affirmative steps necessary to discontinue, and thereafter not initiate, solicit or knowingly encourage (including by way of furnishing any information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or negotiate with any person in furtherance of such inquires or to obtain an Acquisition Proposal, or agree to endorse, or endorse, any Acquisition Proposal, or authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by DunC or any of the DunC Subsidiaries to take any such action, and DunC shall promptly notify Blackhawk orally, and confirm in writing, subject to disclosure being consistent with the fiduciary duties of the Board of Directors of DunC, all of the relevant details relating to all inquiries and proposals which DunC or a DunC Subsidiary may receive relating to any of such matters; provided, however, that nothing contained in this Section 6.15 shall prohibit the Board of Directors of DunC from furnishing or permitting any of its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to furnish information to any party that requests information as to DunC and/or the Bank or take any other action if (i) the Board of Directors of DunC, after consultation with legal counsel, determines in good faith that such action is required for the Board of Directors of DunC to comply with its fiduciary duties to shareholders imposed by applicable Law, and (ii) prior to furnishing such information to such party, DunC receives from such party an executed confidentiality agreement in reasonably customary form.

Acquisition Transaction. Promptly following From the execution Signing Date to the earlier of the Closing and the termination of this ----------------------- Agreement, take affirmative steps necessary none of the parties hereto shall initiate, solicit, negotiate, encourage or provide information to discontinuefacilitate, and thereafter not none of the parties hereto shall cause or knowingly permit any Representative of any of the parties hereto, or any counsel, accountant, investment banker, financial advisor or other agent retained by it or them to initiate, solicit solicit, negotiate, encourage or knowingly encourage (including by way of furnishing any provide information or assistance), or take any other action to facilitate, any inquiries proposal or offer to acquire all or any substantial part of iGambit’s business or assets (its Subsidiaries’ business or assets) or Clinigence’s business or assets, or any equity interests of iGambit or Clinigence, or any Subsidiary thereof, whether by merger, purchase of assets or otherwise, whether for cash, securities or any other consideration or combination thereof (any such transaction being referred to herein as an “Acquisition Transaction”). Each of the making parties hereto shall immediately notify the other parties after receipt of any proposal for an Acquisition Transaction, indication of interest or request for information from a third party relating to iGambit or Clinigence in connection with an Acquisition Transaction or for access to the properties, books or records of iGambit or Clinigence by any person or entity that constitutesindicates to any party hereto that such third-party is considering making, or may reasonably be expected has made, a proposal for an Acquisition Transaction (an “Acquisition Proposal”), and provide the other parties with copies of all documents and written or electronic communications relating to lead to, any Acquisition Proposal, or negotiate with any person in furtherance of such inquires or to obtain an Acquisition Proposal, or agree to endorse, or endorse, any Acquisition Proposal, or authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by DunC or any of the DunC Subsidiaries to take any such action, and DunC shall promptly notify Blackhawk orally, and confirm in writing, subject to disclosure being consistent with the fiduciary duties of the Board of Directors of DunC, all of the relevant details relating to all inquiries and proposals which DunC or a DunC Subsidiary may receive relating to any of such matters; provided, however, that nothing contained in any time prior to twenty (20) days after the initial mailing of the iGambit Information Statement, this Section 6.15 4.6 shall not prohibit iGambit from entering into discussions with any Person in response to an Acquisition Proposal that is likely to result in a Superior Offer that is submitted to iGambit (and not withdrawn) if the iGambit Board of Directors of DunC from furnishing or permitting any of its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to furnish information to any party that requests information as to DunC and/or the Bank or take any other action if (i) the Board of Directors of DunCdetermines in good faith, after consultation with legal outside counsel, determines in good faith that such action is required for the Board of Directors of DunC to comply with its fiduciary duties to shareholders imposed by the stockholders of iGambit under applicable Law, and (ii) prior to furnishing such information to such party, DunC receives from such party an executed confidentiality agreement in reasonably customary form.

Acquisition Transaction. Promptly following From the execution Signing Date to the earlier of the Closing and the termination of this ----------------------- Agreement, take affirmative steps necessary none of the parties hereto shall initiate, solicit, negotiate, encourage or provide information to discontinuefacilitate, and thereafter not none of the parties hereto shall cause or knowingly permit any Representative of any of the parties hereto, or any counsel, accountant, investment banker, financial advisor or other agent retained by it or them to initiate, solicit solicit, negotiate, encourage or knowingly encourage (including by way of furnishing any provide information or assistance), or take any other action to facilitate, any inquiries proposal or offer to acquire all or any substantial part of Parent’s business or assets (its Subsidiaries’ business or assets) or AHP’s business or assets, or any equity interests of Parent or AHP, or any Subsidiary thereof, whether by merger, purchase of assets or otherwise, whether for cash, securities or any other consideration or combination thereof (any such transaction being referred to herein as an “Acquisition Transaction”). Each of the making parties hereto shall immediately notify the other parties after receipt of any proposal that constitutes, AHP Acquisition Proposal or may reasonably be expected to lead to, any Parent Acquisition Proposal, indication of interest or negotiate request for information from a third party relating to Parent or AHP in connection with an AHP Acquisition Proposal or Parent Acquisition Proposal or for access to the properties, books or records of Parent or AHP by any person in furtherance of or entity that indicates to any party hereto that such inquires third-party is considering making, or to obtain has made, an AHP Acquisition Proposal or Parent Acquisition Proposal, and provide the other parties with copies of all documents and written or agree to endorse, or endorse, any Acquisition Proposal, or authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by DunC or any of the DunC Subsidiaries to take any such action, and DunC shall promptly notify Blackhawk orally, and confirm in writing, subject to disclosure being consistent with the fiduciary duties of the Board of Directors of DunC, all of the relevant details relating to all inquiries and proposals which DunC or a DunC Subsidiary may receive electronic communications relating to any of such matters; providedAHP Acquisition Proposal or Parent Acquisition Proposal. Notwithstanding the foregoing, however, that nothing contained (a) in this Section 6.15 shall prohibit the event Parent receives an unsolicited Parent Acquisition Proposal and the Parent Board of Directors of DunC from furnishing or permitting any of its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to furnish information to any party that requests information as to DunC and/or the Bank or take any other action if (i) the Board of Directors of DunC, after consultation with legal counsel, determines concludes in good faith that there is a reasonable likelihood that such action Parent Acquisition Proposal constitutes or is required for reasonably likely to result in a Superior Parent Acquisition Proposal, Parent may, and may permit its representatives, to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the Parent Board concludes in good faith (and based on the advice of Directors counsel) that failure to take such actions would more likely than not result in a violation of DunC to comply with its fiduciary duties to shareholders imposed by applicable under Applicable Law, and (iib) prior in the event AHP receives an unsolicited AHP Acquisition Proposal and the AHP Board concludes in good faith that there is a reasonable likelihood that such AHP Acquisition Proposal constitutes or is reasonably likely to furnishing result in a Superior AHP Acquisition Proposal, AHP may, and may permit its representatives, to, furnish or cause to be furnished nonpublic information and participate in such information negotiations or discussions to the extent that the AHP Board concludes in good faith (and based on the advice of counsel) that failure to take such party, DunC receives from such party an executed confidentiality agreement actions would more likely than not result in reasonably customary forma violation of its fiduciary duties under Applicable Law.