Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. Unless and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to SECTION 9, neither the Company nor the Stockholders shall, nor shall any of them permit any director, officer, employee or agent of either of them to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, the Company or any merger or business combination with the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Parent and BOL and their representatives, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing.

Appears in 4 contracts

Samples: Merger Agreement (Bizness Online Com), Merger Agreement (Bizness Online Com), Merger Agreement (Bizness Online Com)

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Exclusive Dealing. Unless and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to SECTION 9, neither the Company nor the Stockholders any Stockholder shall, nor shall any of them permit any director, officer, employee or agent of either of them the Company to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, the Company or any merger or business combination with the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Parent and BOL and their its representatives, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Bizness Online Com), Asset Purchase Agreement (Bizness Online Com)

Exclusive Dealing. Unless and until the earlier to occur of the Closing Date Effective Time or the termination of this Agreement pursuant to SECTION 9, neither the Company nor the Stockholders any Stockholder shall, nor shall any of them permit any director, officer, employee or agent of either of them the Company to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, the Company or any merger or business combination with the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Parent and BOL Newco and their representatives, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing.

Appears in 2 contracts

Samples: Merger Agreement (Bizness Online Com), Merger Agreement (Bizness Online Com)

Exclusive Dealing. Unless and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to SECTION 9, neither the Company nor the Stockholders any Stockholder shall, nor shall any of them permit any director, officer, employee or agent of either of them the Company to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, the Company or any merger or business combination with the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Parent and BOL Newco and their representatives, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Bizness Online Com), Merger Agreement (Bizness Online Com)

Exclusive Dealing. Unless and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to SECTION Section 9, neither the Company nor the Stockholders shall, nor shall any of them permit any director, officer, employee or agent of either of them to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, the Company or any merger or business combination with the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Parent and BOL and their representatives, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing.

Appears in 1 contract

Samples: Merger Agreement (Miller Kirk)

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Exclusive Dealing. Unless and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to SECTION 9, Section 10 neither the Company nor the Stockholders Seller shall, nor shall any of them permit any director, officer, employee or agent of either of them the Company or the Seller to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets ofof the Business, or any equity interest in, in the Company or any merger or business combination with the Company or the Proprietorship (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Parent Buyer and BOL and their its representatives, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bizness Online Com)

Exclusive Dealing. Unless and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to SECTION Section 9, neither the Company nor the Stockholders Stockholder shall, nor shall any of them permit any director, officer, employee or agent of either of them to, directly or indirectly, (i) take any action to solicit, initiate submission of or encourage, proposals or offers from any person relating to any acquisition or purchase of all or (other than in the ordinary course of business) a portion of the assets of, or any equity interest in, the Company or any merger or business combination with the Company (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal with any person or entity other than Parent and BOL and their representatives, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do any of the foregoing.

Appears in 1 contract

Samples: Merger Agreement (Bizness Online Com)

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