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 8.6, neither the Acquired Companies nor the Shareholder shall Sellers will not (and each shall will use its best efforts to ensure that none of its officers, directors, members, interest holdersshareholders, agents, representatives 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 designeesBuyer: (ia) solicit, encourage, initiate 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 ownership, business, assets assets, or capital shares the Assets, whether by merger, consolidation, other business combination, purchase of assets, tender tender, or exchange offer or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"“Acquisition Transaction”), ; (iib) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person other than OnHealth Buyer or its representatives concerning the Acquired Companies' business Sellers’ Business or properties or afford to any person or entity 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, information by a Governmental Entity; (iiic) enter into or execute any agreement relating to an Acquisition Transaction, ; or (ivd) make or authorize any public statement, recommendation 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 Transaction. In the Mergersevent that Sellers are contacted by any third party expressing an interest in discussing an Acquisition Transaction, Sellers will promptly notify Buyer of such contact.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall will have been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.6X hereof, neither the Acquired Companies nor the Shareholder shall NextPoint will not (and each shall will use its best commercially reasonable efforts to ensure that none of its NextPoint's 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 NextPoint'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 other than OnHealth or its representatives concerning the Acquired Companies' NextPoint'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 NextPoint is contacted by any third party expressing an interest in discussing an Acquisition Transaction, NextPoint will promptly notify Parent of such contact and the identity of the party so contacting NextPoint and will provide Parent with copies of any documents received by NextPoint in connection with such acquisition proposal.

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 nor the Shareholder shall Parent will not (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, indirectly any of the following actions with any party other than OnHealth and Calogic or its designeesStockholders unless the Board of Directors of Parent believes, after consultation with outside legal counsel, that the failure to take such actions would be inconsistent with the fiduciary duties of the Board of Directors: (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 Parent'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 or its representatives to Calogic and the Stockholders concerning the Acquired Companies' Parent's business or properties or afford to any person Person other than OnHealth or its representatives or entity to Calogic and the Stockholders 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 Parent is contacted by any third party expressing an interest in discussing an Acquisition Transaction, Parent will promptly notify Calogic of such contact and the identity of the party so contacting Parent.

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 8.6XI hereof, neither the Acquired Companies nor the Shareholder shall Adaytum will not (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 Adaytum’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"“Acquisition Transaction”), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person Person other than OnHealth Parent, US Sub or its their representatives concerning the Acquired Companies' Adaytum’s business or properties or afford to any person Person other than OnHealth Parent, US Sub or its their 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 Adaytum is contacted by any third party expressing an interest in discussing an Acquisition Transaction, Adaytum will promptly notify Parent and US Sub of such contact and the identity of the party so contacting Adaytum.

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 8.68.4, neither Company nor any of the Acquired Companies nor the Shareholder Principal Stockholders 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 Expedia and its designees: (i) solicit, knowingly 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 TRANSACTIONAcquisition Transaction"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person other than OnHealth Expedia or its representatives concerning the Acquired Companies' Company's business or properties or afford to any person other than OnHealth Expedia 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 informationinformation (and then only after giving prior notice to Expedia), (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 addition, if Company is contacted by any third party expressing interest in an Acquisition Transaction, Company will promptly notify Expedia in writing of such contact.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall have has been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.6the terms hereof, neither the Acquired Companies nor the Shareholder shall Company will not (and each shall will use its best all commercially reasonable 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 material 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"“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' Company’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 the Company is contacted by any third party expressing an interest in discussing an Acquisition Transaction, the Company will promptly notify Parent of such contact and the identity of the party so contacting the 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 8.68.5, neither Company nor any of the Acquired Companies nor the Shareholder Principal Shareholders 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 Expedia 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 TRANSACTIONAcquisition Transaction"), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person other than OnHealth Expedia or its representatives concerning the Acquired Companies' Company's business or properties or afford to any person other than OnHealth Expedia 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 informationinformation (and then only after giving prior notice to Expedia), (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 addition, if Company is contacted by any third party expressing interest in an Acquisition Transaction, Company will promptly notify Expedia in writing of such contact.

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 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 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. (a) 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 nor the Shareholder Company agrees that it shall not (and each shall use its best commercially reasonable efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives employees, or affiliates, or any investment banker, financial advisor, attorney, accountant, or other advisor, agent, or representative (collectively, “Representatives”)) take or cause or permit any person to take, directly or indirectly, any of the following actions with any party other than OnHealth Purchaser and its designees: (i) solicit, encourage, initiate 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 Company, its business, assets assets, or capital shares shares, whether by merger, consolidation, other business combination, purchase of capital stock purchase of assets, license (but excluding non-exclusive licenses entered into in the ordinary course of business), lease, tender or exchange offer offer, or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"a “Restricted Transaction”), ; (ii) disclose, in connection with an Acquisition a Restricted Transaction, any nonpublic information not customarily disclosed to any person other than OnHealth Purchaser or its representatives Representatives concerning the Acquired Companies' Company’s business or properties or afford to any person other than OnHealth Purchaser or its representatives or entity Representatives 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 a Restricted Transaction, ; or (iv) make or authorize any public statement, recommendation recommendation, or 41 solicitation in support of any Acquisition Restricted Transaction or any offer or proposal relating to an Acquisition a Restricted Transaction other than with respect to the MergersTransactions. In the event that Company is contacted by any third party expressing an interest in discussing a Restricted Transaction, Company will promptly, but in no event later than twenty-four (24) hours following the knowledge of Company of such contact, notify Purchaser in writing of such contact and the identity of the party so contacting Company and any information conveyed to Company by such third party in connection with such contact or relating to such Restricted Transaction, and shall promptly, but in no event later than twenty-four (24) hours, advise Purchaser of any material modification or proposed modification thereto. (b) Neither the board of directors of Company nor any committee thereof shall directly or indirectly (i) (A) withdraw (or amend or modify in a manner adverse to Purchaser), or publicly propose to withdraw (or amend or modify in a manner adverse to Purchaser), the approval, recommendation, or declaration of advisability by the board of directors of Company or any such committee thereof of this Agreement or the Transactions, or (B) recommend, adopt, or approve, or propose publicly to recommend, adopt, or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or publicly propose to approve or recommend, or allow Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar agreement, arrangement, or understanding (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal or (B) requiring it to abandon, terminate, or fail to consummate the Transactions. (c) For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal, or offer from any Person relating to, or that could reasonably be expected to lead to a Restricted Transaction.

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 Company nor the Shareholder Shareholders 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 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 the Company, its business, assets Assets or capital shares shares, but excluding non-exclusive licenses entered into in the ordinary course of business, whether by merger, consolidation, other business combination, purchase of capital stock purchase of assets, license, lease, tender or exchange offer or otherwise (each of the foregoing, an a "ACQUISITION RESTRICTED TRANSACTION"), (ii) disclose, in connection with an Acquisition a Restricted Transaction, any information not customarily disclosed to any person other than OnHealth Buyer or its representatives concerning the Acquired Companies' Company's business or properties Assets or afford to any person other than OnHealth Buyer or its representatives or entity access to its properties, books Assets, 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 a Restricted Transaction, or (iv) make or authorize any public statement, recommendation or 41 solicitation in support of any Acquisition Restricted Transaction or any offer or proposal relating to an Acquisition a Restricted Transaction other than with respect to the Mergerstransactions contemplated by this Agreement. In the event that Company is contacted by any third party expressing an interest in discussing a Restricted Transaction, Company will promptly, but in no event later than twenty-four hours following Company's knowledge of such contact, notify Buyer in writing of such contact and the identity of the party so contacting Company.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall will 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 Xyz will not (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 the 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 businessthe Business or the Purchased Assets, assets directly or capital shares whether by merger, consolidation, other business combination, purchase of assets, tender or exchange offer or otherwise indirectly (each of the foregoing, an "ACQUISITION TRANSACTION"“Acquisition Transaction”), (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person Person other than OnHealth the Buyer or its representatives concerning the Acquired Companies' business Business or properties the Purchased Assets or afford to any person Person other than OnHealth the Buyer or its representatives or entity access to its the properties, books books, or recordsrecords of the Business, 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 Mergerstransactions contemplated by this Agreement. In the event that Xxx is contacted by any third party expressing an interest in discussing an Acquisition Transaction, Xyz will promptly notify the Buyer of such contact and the identity of the party so contacting Xyz.

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 TRANSACTIONAcquisition 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 8.6, neither None of the Acquired Companies nor the Shareholder Selling Parties 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 TFS 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 TRANSACTIONAcquisition Transaction"), ; (ii) disclose, in connection with an Acquisition Transaction, any information not customarily disclosed to any person other than OnHealth TFS or its representatives concerning the Acquired CompaniesSelling Parties' business or properties or afford to any person or entity other than OnHealth TFS 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, information by a Governmental Entity; (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 Transaction. In the Mergersevent that Selling Parties is contacted by any third party expressing an interest in discussing an Acquisition Transaction, Selling Parties will promptly notify TFS of such contact.

Exclusivity; Acquisition Proposals. (a) Unless and until this Agreement shall have has been terminated by either party pursuant to Article VIII hereof and thereafter subject to in accordance with Section 8.69.1 hereof, neither the Acquired Companies nor the Shareholder shall Company agrees that it will not (and each shall will use its best commercially reasonable efforts to ensure that none of its officers, directors, members, interest holders, agents, representatives employees, or affiliates, or any investment banker, financial advisor, attorney, accountant, or other advisor, agent, or representative (collectively, “Representatives”)) 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 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 Company, its business, assets assets, or capital shares shares, whether by merger, consolidation, other business combination, purchase of capital stock, purchase of assets, license (but excluding non-exclusive licenses entered into in the ordinary course of business), lease, tender or exchange offer offer, or otherwise (each of the foregoing, an "ACQUISITION TRANSACTION"a “Restricted Transaction”), ; (ii) disclose, in connection with an Acquisition a Restricted Transaction, any nonpublic information not customarily disclosed to any person Person other than OnHealth Parent or its representatives Representatives concerning the Acquired Companies' Company’s business or properties or afford to any person Person other than OnHealth Parent or its representatives or entity Representatives access to its properties, books books, or records, except in the ordinary course of business and as required by law or pursuant to in accordance with a governmental request for information, ; (iii) enter into or execute any agreement relating to an Acquisition a Restricted Transaction, ; or (iv) make or authorize any public statement, recommendation recommendation, or 41 solicitation in support of any Acquisition Restricted Transaction or any offer or proposal relating to an Acquisition a Restricted Transaction other than with respect to the MergersMerger. If Company is contacted by any third party expressing an interest in discussing a Restricted Transaction, Company will promptly, but in no event later than 24 hours following Company’s knowledge of such contact, notify Parent in writing of such contact and the identity of the party so contacting Company and any information conveyed to Company by such third party in connection with such contact or relating to such Restricted Transaction, and will promptly, but in no event later than 24 hours, advise Parent of any material modification or proposed modification thereto; provided, however, before Company Stockholder Approval, in each case, if and to the extent that (a) Company’s board of directors determines in good faith by resolution duly adopted, after consultation with Company’s outside legal counsel and Company’s financial advisor, that such Restricted Transaction is, or could reasonably be expected to lead to, a Superior Proposal (as defined hereafter), and (b) Company’s board of directors determines in good faith by resolution duly adopted, after consultation with Company’s outside legal counsel, that the failure to participate in such discussions, disclose such nonpublic information, provide such access to its properties, books, or records, enter into any agreement relating to such Restricted Transaction, or make or authorize any public statement relating to any Restricted Transaction or any offer or proposal relating to a Restricted Transaction would be inconsistent with the fiduciary duties of Company’s board of directors under applicable law, then Company may participate in discussions regarding such Restricted Transaction, provide non-public information with respect to Company, afford access to the properties, books, or records of Company, enter into any agreement relating to such Restricted Transaction, or make or authorize any public statement relating to any Restricted Transaction or any offer or proposal relating to a Restricted Transaction, as applicable. (b) Neither the board of directors of Company nor any committee thereof will directly or indirectly (i) (A) withdraw (or amend or modify in a manner adverse to Parent), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent), the approval, recommendation, or declaration of advisability by the board of directors of Company or any such committee thereof of this Agreement, the Merger, or the Transactions, or (B) recommend, adopt, or approve, or propose publicly to recommend, adopt, or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”) or (ii) approve or recommend, or publicly propose to approve or recommend, or allow Company or any subsidiary of Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar agreement, arrangement, or understanding (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal or (B) requiring it to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement. Despite the foregoing, until Company Stockholder Approval is obtained, and subject to Company’s compliance at all times with the other provisions of this Section 4.1.2, the board of directors of Company may make a Change of Recommendation if such board of directors determines in good faith by resolution duly adopted, after consultation with outside legal counsel, that it is required to do so in order to comply with its fiduciary duties to the stockholders of Company under applicable law. Company will provide Parent with forty eight (48) hours’ prior notice of any meeting of Company’s board of directors at which the board of directors is reasonably expected to take action with respect to any Acquisition Proposal or Change of Recommendation.

Exclusivity; Acquisition Proposals. Unless and until this Agreement shall will have been terminated by either party pursuant to Article VIII hereof and thereafter subject to Section 8.6X hereof, neither the Acquired Companies nor the Shareholder shall Natchez will not (and each shall will 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 Person to take, directly or indirectly, any of the following actions with any party other than OnHealth Parent and its designees: (i) solicit, knowingly 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 Natchez'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 TRANSACTIONAcquisition 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' Natchez'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 Natchez is contacted by any third party expressing an interest in discussing an Acquisition Transaction, Natchez will promptly notify Parent of such contact and the identity of the party so contacting Natchez.