Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. Neither the Company Stockholders nor the Company ----------------- will, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an acquisition or purchase of all or any material portion of the assets of or an equity interest in the Company or any merger, consolidation or business combination with the Company, or (b) participate in any discussions or negotiations regarding, or furnish to any other person or Business Entity, any non-public information with respect to or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company Stockholders and the Company shall promptly notify the Buyer of any such proposal or offer, or any inquiry or contact with respect thereto received by the Company or any of the Company Stockholders.

Exclusive Dealing. Neither the Company Stockholders nor the Company ----------------- will, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an acquisition or purchase of all or any a material portion of the assets of or an equity interest in the Company or any of the Subsidiaries or any merger, consolidation or business combination with the CompanyCompany or any of the Subsidiaries, or (b) participate in any discussions or negotiations regarding, or furnish to any other person or Business Entityperson, any non-public information with respect to or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Stockholders, the Company Stockholders and the Company shall Subsidiaries agree to promptly notify the Buyer of any such proposal or offer, or any inquiry or contact with respect thereto received by the Company or Company, any of the Company StockholdersStockholders or any Subsidiary.

Exclusive Dealing. Neither Until such time, if any, as this Agreement is ----------------- terminated, neither the Company Stockholders Sellers nor the Company ----------------- will, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an acquisition or purchase of all or any a material portion of the assets of or an equity interest in the Company or any merger, consolidation or business combination with the Company, or (b) participate in any discussions or negotiations regarding, or furnish to any other person or Business Entityperson, any non-public information with respect to or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company Stockholders Sellers and the Company shall agree to promptly notify the Buyer of any such proposal or offer, or any inquiry or contact with respect thereto received by the Company or any of the Company StockholdersSellers.

Exclusive Dealing. Neither Until the earlier of the Closing or the ----------------- termination of this Agreement pursuant to Section 8.1 hereof, neither the Company Stockholders Stockholder nor the Company ----------------- will, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an acquisition or purchase of all or any material portion of the assets of or an equity interest in the Company or any merger, consolidation or business combination with the Company, or (b) participate in any discussions or negotiations regarding, or furnish to any other person or Business Entity, any non-public information with respect to or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company Stockholders Stockholder and the Company shall promptly notify the Buyer of any such proposal or offer, or any inquiry or contact with respect thereto received by the Company or any of the Company StockholdersStockholder.

Exclusive Dealing. Neither the Company Stockholders nor the Company ----------------- will, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an acquisition or purchase of all or any a material portion of the assets of or an equity interest in the Company or any merger, consolidation or business combination with the Company, or (b) participate in any discussions or negotiations regarding, or furnish to any other person or Business Entityperson, any non-public information with respect to or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company Stockholders and the Company shall agree to promptly notify the Buyer of any such proposal or offer, or any inquiry or contact with respect thereto received by the Company or any of the Company Stockholders.

Exclusive Dealing. Neither of the Company Stockholders Sellers nor the Company Stockholder ----------------- willshall, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an any acquisition or purchase of all or any a material portion of the assets of Acquired Assets, or an any equity interest in the Company in, either Seller or any equity investment, merger, consolidation or business combination with the Companyeither Seller, or (b) participate in any discussions or negotiations regarding, or furnish to any other person or Business Entityperson, any non-public information with respect to to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company Stockholders Each Seller and the Company Stockholder shall promptly notify the Buyer of if any such proposal or offer, or any inquiry or contact with any person with respect thereto received by the Company or any of the Company Stockholdersthereto, is made.

Exclusive Dealing. Neither the Company Stockholders Seller nor the Company ----------------- willPrincipal Stockholder shall, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an any acquisition or purchase of all or any a material portion of the assets of Acquired Assets, or an any equity interest in in, the Company Seller or any equity investment, merger, consolidation or business combination with the CompanySeller, or (b) participate in any discussions or negotiations regarding, or furnish to any other person or Business Entityperson, any non-non- public information with respect to to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company Stockholders Seller and the Company Principal Stockholder shall promptly notify the Buyer of if any such proposal or offer, or any inquiry or contact with any person with respect thereto received by the Company or any of the Company Stockholdersthereto, is made.

Exclusive Dealing. Neither As long as this Agreement is in effect, Company and the Company Stockholders nor the Company ----------------- willShareholders will not, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an any acquisition or purchase of all or any a material portion of the assets of its assets, or an any equity interest in the in, Company or any equity investment, merger, consolidation or business combination with the Company, or (b) participate in any substantive discussions or negotiations regarding, or furnish to any other person or Business Entityperson, any non-public nonpublic information with respect to to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company Stockholders and or the Company Shareholders shall promptly notify the Buyer of if any such proposal or offer, or any inquiry or contact with any person with respect thereto received by the Company or any of the Company Stockholdersthereto, is made.

Exclusive Dealing. Neither So long as this Agreement is in effect, neither the Company Stockholders nor the Company ----------------- will, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an acquisition or purchase of all or any a material portion of the assets of or an equity interest in the Company or any merger, consolidation or business combination with the Company, or (b) participate in any discussions or negotiations regarding, or furnish to any other person or Business Entityperson, any non-public information with respect to or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company Stockholders and the Company shall agree to promptly notify the Buyer of any such proposal or offer, or any inquiry or contact with respect thereto received by the Company or any of the Company Stockholders.

Exclusive Dealing. Neither the Company Stockholders Shareholders nor the Company ----------------- will, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any person or Business Entity relating to an acquisition or purchase of all or any a material portion of the assets of or an equity interest in the Company or any merger, consolidation or business combination with the Company, or (b) participate in any discussions or negotiations regarding, or furnish to any other person or Business Entityperson, any non-public information with respect to or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. The Company Stockholders Shareholders and the Company shall agree to promptly notify the Buyer Purchaser of any such proposal or offer, or any inquiry or contact with respect thereto received by the Company or Company, any of the Company StockholdersShareholders.