Common use of Exclusive Dealings Clause in Contracts

Exclusive Dealings. From the Agreement Date until the Effective ------------------- Time, or earlier termination of this Agreement as provided in Article XIV ----------- hereof, none of PARENT, TARGET or their respective Affiliates, Associates, directors, officers, agents, employees, advisors, counsel or other representatives (collectively, "Representatives") shall, nor shall PARENT or --------------- TARGET authorize or permit any of their respective Representatives to, directly or indirectly: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to, or respond to (other than a simple response that none can be made), any offer or proposal to acquire all or any part of PARENT or TARGET, as the case may be, whether by asset purchase, license, joint venture, stock purchase, business combination or otherwise (a "Competing Transaction"), (ii) disclose any information concerning itself not ---------------------- customarily disclosed to any Person and which information one could reasonably assume would be used for the purposes of formulating an offer or proposal for a Competing Transaction, (iii) cooperate with any Person to make any such offer or proposal, (iv) agree to or endorse any Competing Transaction, or (v) authorize any Representatives to take any action prohibited by this Section. Each of PARENT and TARGET shall use its prudent business efforts, including (if necessary) the taking of legal action, at its cost and expense, to cause its respective Representatives to refrain from taking any action prohibited by this Section. Each of PARENT and TARGET shall promptly notify the other of any inquiry or contact with any Person with respect to an actual or potential Competing Transaction, the identity of the person making the contact and the material terms of any such contact. Each of PARENT and TARGET agrees that during the period in which this Section shall apply, it will not take or permit any material changes in its business, assets, liabilities, or condition, financial or otherwise, or enter into any agreement or understanding to do the same, except as expressly permitted under this Agreement.

Exclusive Dealings. From the Agreement Date until the Effective ------------------- Time, or earlier termination of this Agreement as provided in Article ARTICLE XIV ----------- hereof, none of PARENT, TARGET or their respective Affiliates, Associates, directors, officers, agents, employees, advisors, counsel or other representatives (collectively, "RepresentativesREPRESENTATIVES") shall, nor shall PARENT or --------------- TARGET authorize or permit any of their respective Representatives to, directly or indirectly: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to, or respond to (other than a simple response that none can be made), any offer or proposal to acquire all or any part of PARENT or TARGET, as the case may be, whether by asset purchase, license, joint venture, stock purchase, business combination or otherwise (a "Competing TransactionCOMPETING TRANSACTION"), (ii) disclose any information concerning itself not ---------------------- customarily disclosed to any Person and which information one could reasonably assume would be used for the purposes of formulating an offer or proposal for a Competing Transaction, (iii) cooperate with any Person to make any such offer or proposal, (iv) agree to or endorse any Competing Transaction, or (v) authorize any Representatives to take any action prohibited by this Section. Each of PARENT and TARGET shall use its prudent business efforts, including (if necessary) the taking of legal action, at its cost and expense, to cause its respective Representatives to refrain from taking any action prohibited by this Section. Each of PARENT and TARGET shall promptly notify the other of any inquiry or contact with any Person with respect to an actual or potential Competing Transaction, the identity of the person making the contact and the material terms of any such contact. Each of PARENT and TARGET agrees that during the period in which this Section shall apply, it will not take or permit any material changes in its business, assets, liabilities, or condition, financial or otherwise, or enter into any agreement or understanding to do the same, except as expressly permitted under this Agreement.

Exclusive Dealings. From the Agreement Date until the Effective ------------------- Time, or earlier termination date of this Agreement as provided until the earlier of the Closing or the termination of the Merger Agreement in Article XIV ----------- hereofaccordance with its terms, none of PARENT, TARGET or their respective Affiliates, Associates, directors, officers, agents, employees, advisors, counsel or other representatives (collectively, "Representatives") shall, nor each Supporting Holder shall PARENT or --------------- TARGET authorize or permit any of their respective not and shall cause its Representatives not to, directly or indirectly: (i) solicitaccept, initiate, respond to, encourage, initiate or participate in any negotiations or discussions entertain, solicit, negotiate, provide information with respect to, to or respond to (other than a simple response that none can be made), discuss any offer or proposal to acquire all or any part of PARENT or TARGET, as the case may be, whether by asset purchase, license, joint venture, stock purchase, business combination or otherwise (a "Competing Transaction"), Acquisition Proposal; (ii) furnish or disclose any non-public information concerning itself not ---------------------- customarily disclosed to any Person and which information one could in connection with, or that would reasonably assume would be used for the purposes of formulating expected to lead to, an offer or proposal for a Competing Transaction, Acquisition Proposal; (iii) cooperate with enter into any Person to make any such offer or proposal, Contract regarding an Acquisition Proposal; (iv) agree prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company (or any successor to or endorse parent company of any Competing Transaction, Group Company); or (v) authorize otherwise cooperate in any Representatives way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to take do or seek to do any action prohibited by of the foregoing or seek to circumvent this SectionSection 4.2 or further an Acquisition Proposal. Each Supporting Holder agrees to (A) notify STPK promptly upon receipt (and in any event within forty-eight (48) hours after receipt) of PARENT any Acquisition Proposal of which they are aware, and TARGET to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), (B) keep STPK fully informed on a prompt basis of any modifications to such offer or information and (C) not (and shall use its prudent business efforts, including (if necessary) the taking of legal action, at its cost and expense, to cause its Subsidiaries and their respective Representatives to refrain from taking not to) conduct any action prohibited by this Sectionfurther discussions with, provide any information to, or enter into negotiations with such Persons. Each of PARENT Supporting Holder shall immediately cease and TARGET shall promptly notify the other of cause to be terminated any inquiry discussions or contact negotiations with any Person Persons (other than STPK and its Representatives) that may be ongoing with respect to an actual Acquisition Proposal. Notwithstanding any to the contrary contained herein, this Section 4.2 shall not restrict any transfer permitted by Section 4.1(b) or potential Competing Transaction, the identity of the person making the contact and the material terms of any action taken in connection with any such contact. Each of PARENT and TARGET agrees that during the period in which this Section shall apply, it will not take or permit any material changes in its business, assets, liabilities, or condition, financial or otherwise, or enter into any agreement or understanding to do the same, except as expressly permitted under this Agreementtransfer.