Common use of Acquisition Transaction Clause in Contracts

Acquisition Transaction. From the Signing Date to the earlier of the Closing and the termination of this Agreement, none of the parties hereto shall initiate, solicit, negotiate, encourage or provide information to facilitate, and 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, negotiate, encourage or provide information to facilitate, any 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 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 indicates to any party hereto that such third-party is considering making, or 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 any Acquisition Proposal; provided, however, that any time prior to twenty (20) days after the initial mailing of the iGambit Information Statement, this Section 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response to an Acquisition Proposal that is likely to result in a Superior Offer that is submitted to iGambit (and not withdrawn) if the iGambit Board determines in good faith, after consultation with outside counsel, that such action is required to comply with its fiduciary duties to the stockholders of iGambit under applicable Law.

Acquisition Transaction. From Promptly following the Signing Date to the earlier of the Closing and the termination execution of this ----------------------- Agreement, none of the parties hereto shall take affirmative steps necessary to discontinue, and thereafter not initiate, solicitsolicit or knowingly encourage (including by way of furnishing any information or assistance), negotiate, encourage or provide information take any other action to facilitate, and none any inquiries or the making of the parties hereto shall cause any proposal that constitutes, or knowingly 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 Representative of any of the parties heretoits officers, directors or employees or any counsel, accountant, investment banker, financial advisor advisor, attorney, accountant or other agent representative retained by it or them to initiate, solicit, negotiate, encourage or provide information to facilitate, any proposal or offer to acquire all DunC 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 (the DunC Subsidiaries to take any such transaction action, and DunC shall promptly notify Blackhawk orally, and confirm in writing, subject to disclosure being referred to herein as an “Acquisition Transaction”). Each consistent with the fiduciary duties of the parties hereto shall immediately notify Board of Directors of DunC, all of the other parties after receipt of any proposal for an Acquisition Transaction, indication of interest or request for information from a third party relevant details relating to iGambit all inquiries and proposals which DunC 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 indicates to any party hereto that such third-party is considering making, or 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 DunC Subsidiary may receive relating to any Acquisition Proposalof such matters; provided, however, that any time prior to twenty (20) days after the initial mailing of the iGambit Information Statement, nothing contained in this Section 4.6 6.15 shall not prohibit iGambit the Board of Directors of DunC from entering into discussions with furnishing or permitting any Person in response of its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to an Acquisition Proposal furnish information to any party that is likely requests information as to result in a Superior Offer that is submitted to iGambit DunC and/or the Bank or take any other action if (and not withdrawni) if the iGambit Board determines in good faithof Directors of DunC, after consultation with outside 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 the stockholders of iGambit under 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.