Common use of Exclusivity; Acquisition Proposals Clause in Contracts

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.6, neither the Acquired Companies nor the Shareholder shall (and each shall use its best efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives or affiliates) take or cause or permit any person to take, directly or indirectly, any of the following actions with any party other than OnHealth and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of its business, assets or capital shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person other than OnHealth or its representatives concerning the Acquired Companies' business or properties or afford to any person other than OnHealth or its representatives or entity access to its properties, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Mergers.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall will have been terminated by either party pursuant to Article VIII XI hereof and thereafter subject to Section 8.611.5, neither the Acquired Companies HT nor the Shareholder shall Stockholder will (and each shall will use its reasonable best efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives or affiliates) take or cause or permit any person Person to take, directly or indirectly, any of the following actions with any party other than OnHealth Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of its HT's business, assets or capital shares stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person Person other than OnHealth Parent or its representatives concerning the Acquired Companies' HT's business or properties or afford to any person Person other than OnHealth Parent or its representatives or entity access to its properties, books books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the MergersMerger. In the event that HT is contacted by any third party expressing an interest in discussing an Acquisition Transaction, HT will promptly notify Parent of such contact and the identity of the party so contacting HT.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.6IX, neither the Acquired Companies nor the Shareholder except as required by law, Ren shall not (and each shall use its best efforts to ensure that none of its instruct their officers, directors, members, interest holders, agents, representatives or affiliates) affiliates not to take or cause or permit any person to takecause, directly or indirectly, any of the following actions with any party person other than OnHealth Rentech and its designeesdesignees or agents: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire all or any significant substantial part of its business, Ren's assets or capital shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise stock (each of the foregoing, an "ACQUISITION TRANSACTION"Acquisition Transaction), ; (ii) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any person other than OnHealth concerning its business or its representatives concerning the Acquired Companies' business or properties or afford to any person other than OnHealth or its representatives or entity access to its properties, books or records, assets except in the ordinary course of business consistent with past practice and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition Transaction, or other agreement calling for the sale, directly or indirectly, of all or any significant part of Ren's business or its assets; or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of with respect to any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Mergerstransactions contemplated hereby.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Article VIII hereof Section 8.1 hereof, except as required by law, CCI and thereafter subject to Section 8.6, neither the Acquired Companies nor the Shareholder Sellers shall not (and each shall use its best efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives or affiliates) take or cause or permit any person to take, directly or indirectly, any of the following actions with any party other than OnHealth Acquisition and its designeesdesignees or agents: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of its CCI's business, assets or capital shares whether by arrangement, amalgamation, merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, foregoing an "ACQUISITION TRANSACTIONAcquisition Transaction"), ; (ii) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any person other than OnHealth or its representatives concerning the Acquired Companies' CCI's business or properties or afford to any person other than OnHealth or its representatives or entity access to its CCI's properties, books or records, except in the ordinary course of business consistent with past practice and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition Transaction, plan of reorganization, or other agreement calling for the sale of any of CCI's business and properties; or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of with respect to any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Mergersthis Agreement.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall will have been terminated by either party pursuant to Article VIII XII hereof and thereafter subject to Section 8.612.02, neither the Acquired Companies Company nor the Shareholder shall any Seller will (and each shall will use its reasonable best efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives or affiliates) take or cause or permit any person Person to take, directly or indirectly, any of the following actions with any party other than OnHealth Buyer and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of its the Company's business, assets or capital shares stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person Person other than OnHealth Buyer or its representatives concerning the Acquired Companies' Company's business or properties or afford to any person Person other than OnHealth Buyer or its representatives or entity access to its properties, books books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any binding or non-binding letter of intent, memorandum of understanding or other document or agreement relating to an Acquisition Transaction, . In the event that the Company or (iv) make or authorize a Seller is contacted by any public statement, recommendation or 41 solicitation third party expressing an interest in support of any Acquisition Transaction or any offer or proposal relating to discussing an Acquisition Transaction other than with respect to Transaction, the MergersCompany or such Seller will promptly notify Buyer of such contact and the identity of the party so contacting the Company or such Seller.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.6IX, neither the Acquired Companies nor the Shareholder except as required by law, REN shall not (and each shall use its best efforts to ensure that none of its instruct their officers, directors, members, interest holders, agents, representatives or affiliates) affiliates not to take or cause or permit any person to takecause, directly or indirectly, any of the following actions with any party person other than OnHealth Rentech and its designeesdesignees or agents: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire all or any significant substantial part of its business, Ren's assets or capital shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise stock (each of the foregoing, an "ACQUISITION TRANSACTION"Acquisition Transaction), ; (ii) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any person other than OnHealth concerning its business or its representatives concerning the Acquired Companies' business or properties or afford to any person other than OnHealth or its representatives or entity access to its properties, books or records, assets except in the ordinary course of business consistent with past practice and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition Transaction, or other agreement calling for the sale, directly or indirectly, of all or any significant part of Ren's business or its assets; or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of with respect to any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Mergerstransactions contemplated hereby.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall will have been terminated by either party pursuant to Article VIII XI hereof and thereafter subject to Section 8.611.5, neither Calogic nor any of the Acquired Companies nor the Shareholder shall Stockholders will (and each shall will use its reasonable best efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives or affiliates) take or cause or permit any person Person to take, directly or indirectly, any of the following actions with any party other than OnHealth Parent and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of its Calogic's business, assets or capital shares stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person Person other than OnHealth Parent or its representatives concerning the Acquired Companies' Calogic's business or properties or afford to any person Person other than OnHealth Parent or its representatives or entity access to its properties, books books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the MergersMerger. In the event that Calogic is contacted by any third party expressing an interest in discussing an Acquisition Transaction, Calogic will promptly notify Parent of such contact and the identity of the party so contacting Calogic.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.6hereof, neither the Acquired Companies Company nor the Shareholder Seller shall (and each shall use its reasonable best efforts to ensure that none of its the officers, directors, members, interest holders, agents, representatives or affiliatesaffiliates of Company or Seller shall) take or cause or permit any person Person to take, directly or indirectly, any of the following actions with any party other than OnHealth Buyer and its designees: (ia) solicit, encourage, initiate or participate in any negotiations, inquiries inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of its the business, assets or capital shares equity of Company whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer assets or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition Transaction"), (iib) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person Person other than OnHealth Buyer or its representatives concerning the Acquired Companies' business or properties of Company or afford to any person Person other than OnHealth Buyer or its representatives or entity access to its the properties, books books, or recordsrecords of Company, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iiic) enter into or execute any agreement relating to an Acquisition Transaction, or (ivd) make or authorize any public statement, recommendation or 41 solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Mergerstransactions contemplated herein in compliance with Section 5.4. In the event that Company is contacted by any third party expressing an interest in discussing an Acquisition Transaction, Company will promptly notify Buyer of such contact and the identity of the party so contacting Company.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.6hereof, neither the Acquired Companies nor the Shareholder Systemax shall (and each shall use its best efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives or affiliates) not take or cause or permit any person to takecause, directly or indirectly, any of the following actions with any party other than OnHealth Bidhit and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of its EZBid's business, assets assets, or capital shares the EZBid Shares whether by merger, consolidation, other business combination, purchase of assets, tender tender, or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONACQUISITION"), (ii) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any person other than OnHealth or concerning its representatives concerning the Acquired Companies' business or properties or afford to any non-acquiring person other than OnHealth or its representatives or entity access to its properties, books books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, or (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or 41 solicitation in support Acquisition. Systemax shall provide Bidhit with written notice of any Acquisition Transaction or the receipt of any offer or proposal solicitation of an offer for or relating to an any Acquisition Transaction other than upon receipt thereof by EZBid or either of the Shareholders. Notwithstanding the foregoing, after May 5, 2000 the provisions of this Section 3.1.4 shall not apply; provided, however, in any such event, Systemax shall provide Bidhit with respect prior written disclosure of the identity of any third party with whom it proposes to enter into discussions and reasonable detail on the Mergersterms and conditions thereof. Bidhit shall keep all information required to be disclosed to it by the foregoing sentence confidential.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.69.1 hereof, neither the Acquired Companies Seller nor the Shareholder Company shall (and each shall use its best efforts to ensure that none of its shareholders, officers, directors, members, interest holders, agents, representatives or affiliates) take or cause or permit any person Subsidiary to take, directly or indirectly, any of the following actions with any party other than OnHealth and the Buyer or its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of its the Company's business, assets or capital shares shares, including, without limitation the Common Share held by Seller as of the date hereof, the Softimage Shares and the Assets, whether by arrangement, amalgamation, merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTIONAcquisition Transaction"), ; (ii) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any person other than OnHealth or its representatives concerning the Acquired Companies' Company's business or properties or afford to any person other than OnHealth or its representatives or entity access to its the Company's properties, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition Transaction, plan of reorganization or other agreement calling for the sale of all or any significant part of the Company's business and properties; or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of with respect to any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction Transaction, in each case other than with respect to the MergersReorganization.

Exclusivity; Acquisition Proposals. Unless and until Until the earlier of the ---------------------------------- Effective Time of the Merger or the date this Agreement shall have been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.610.1 hereof, neither the Acquired Companies Premier shall not (nor the Shareholder shall (and each shall use its best efforts to ensure that none will it permit any of its officers, directors, members, interest holders, agents, representatives or affiliatesaffiliates to) take or cause or permit any person to take, directly or indirectly, take any of the following actions with any party other than OnHealth Active and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to to, any offer or proposal to acquire all or any significant part substantially all of its business, assets business and properties or capital shares stock whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION")otherwise, (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person other than OnHealth or its representatives concerning the Acquired Companies' business or properties or afford to any person other than OnHealth or its representatives or entity access to its properties, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement or plan of reorganization, merger agreement, or other agreement relating to an Acquisition Transactionthe sale of all or substantially all of its business and properties whether by merger, purchase of assets, tender offer or otherwise, or (iviii) otherwise materially assist or cooperate with any person to make or authorize any public statement, recommendation or 41 solicitation in support of any Acquisition Transaction proposal to purchase all or any part of the capital stock or assets of Premier or any of its Subsidiaries, other than inventory in the ordinary course of business, provided, however, that nothing contained herein shall prohibit Premier from making any disclosure or otherwise taking any action required by law or required for the Premier Board of Directors to comply with their fiduciary duties. In the event Premier shall receive any bona fide offer, proposal or request, directly or indirectly, of the types referred to in clause (i), (ii) or (iii) above, it shall immediately, and prior to taking any action in response thereto, inform Active as to all material facts concerning any such offer or proposal relating and, except as otherwise required by law, including fiduciary duties required by law, will thereafter cooperate with Active by continuing to an Acquisition Transaction other than with respect furnish to the MergersActive any additional information it may at any time request.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall will have been terminated by either party pursuant to Article VIII XI hereof and thereafter subject to Section 8.611.5, neither DA nor any of the Acquired Companies nor the Shareholder shall Stockholders will (and each shall will use its reasonable best efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives or affiliates) take or cause or permit any person Person to take, directly or indirectly, any of the following actions with any party other than OnHealth Delano and its designees: (i) solicit, encourage, initiate or participate in any negotiations, inquiries inquiries, or discussions with respect to any offer or proposal to acquire all or any significant part of its DA's business, assets or capital shares stock, whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, excluding, however, the Merger, an "ACQUISITION TRANSACTION"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person Person other than OnHealth Delano or its representatives concerning the Acquired Companies' DA's business or properties or afford to any person Person other than OnHealth Delano or its representatives or entity access to its properties, books books, or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for information, (iii) enter into or execute any agreement relating to an Acquisition Transaction, or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the MergersMerger. In the event that DA is contacted by any third party expressing an interest in discussing an Acquisition Transaction, DA will promptly notify Delano of such contact and the identity of the party so contacting DA.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have been terminated by either party pursuant to Article VIII hereof Section 8.1 hereof, except as required by law, Tiercon and thereafter subject to Section 8.6, neither the Acquired Companies nor the Shareholder Seller shall not (and each it shall use its best efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives or affiliates) take or cause or permit any person to take, directly or indirectly, any of the following actions with any party other than OnHealth Acquisition and its designeesdesignees or agents: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of its Tiercon's business, assets or capital shares whether by arrangement, amalgamation, merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, foregoing an "ACQUISITION TRANSACTIONAcquisition Transaction"), ; (ii) disclose, in connection with an Acquisition Transaction, disclose any information not customarily disclosed to any person other than OnHealth or its representatives concerning the Acquired Companies' Tiercon's business or properties or afford to any person other than OnHealth or its representatives or entity access to its Tiercon's properties, books or records, except in the ordinary course of business consistent with past practice and as required by law or pursuant to a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition Transaction, plan of reorganization, or other agreement calling for the sale of any of Tiercon's business and properties; or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of with respect to any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction other than with respect to the Mergersthis Agreement.

Exclusivity; Acquisition Proposals. Unless and until (a) Prior to the earlier of the termination of this Agreement shall have been terminated by either party pursuant to Article VIII hereof X or the Closing, in order to induce Company and thereafter subject Sellers to Section 8.6continue to commit to expend management time and financial resources in furtherance of the Transactions contemplated hereby, neither Buyer shall not, and shall cause its Representatives to not, without the Acquired Companies nor the Shareholder shall (and each shall use its best efforts to ensure that none prior written consent of its officers, directors, members, interest holders, agents, representatives or affiliates) take or cause or permit any person to takeCompany, directly or indirectly, any of the following actions with any party other than OnHealth and its designees: (i) solicit, encourageassist, initiate or participate in facilitate the making, submission or announcement of, or intentionally encourage, any negotiations, inquiries or discussions with respect to any offer or proposal to acquire all or any significant part of its business, assets or capital shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION")Acquisition Proposal, (ii) disclosefurnish any non-public information regarding Buyer or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group of Persons (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition TransactionProposal, any information not customarily disclosed to any person other than OnHealth or its representatives concerning the Acquired Companies' business or properties or afford to any person other than OnHealth or its representatives or entity access to its properties, books or records, except in the ordinary course of business and as required by law or pursuant to a governmental request for informationapplicable Law, (iii) engage or participate in discussions or negotiations with any Person or group of Persons with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or execute other similar agreement related to any agreement relating to an Acquisition TransactionProposal, or (ivvi) make release any third Person from, or authorize waive any public statementprovision of, recommendation or 41 solicitation in support of any Acquisition Transaction or any offer or proposal relating confidentiality agreement to an Acquisition Transaction other than with respect to the Mergerswhich such Party is a party.