Common use of Exclusivity; Acquisition Proposals Clause in Contracts

Exclusivity; Acquisition Proposals. Until the earlier of (i) the Closing or (ii) the termination of this Agreement: (a) Compass shall not knowingly, and shall not knowingly cause or permit, directly or indirectly, through any officer, director, agent or representative (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise: (i) Solicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section 13(d)(3) of the Exchange Act) or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass or any affiliates), other than Avant! and Sub (a "Third Party"), relating to any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass or any merger, consolidation or business combination with Compass; (ii) Participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass in connection with any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass or any merger, consolidation or business combination with Compass; or (iii) Otherwise knowingly cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase of all or any portion of the assets of, or any equity interest in, Compass, or any merger, consolidation or business combination with Compass. (b) In the event Compass receives prior to termination of this Agreement any offer or indication of interest from any Third Party relating to any acquisition or purchase of all or any portion of the assets of, or any equity interest in, Compass or any merger, consolidation or business combination with Compass, Compass shall promptly notify Avant! and Sub in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, the terms and conditions of any proposal and any other information requested of it by the Third Party or in connection therewith. (c) Compass shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any of the foregoing.

Exclusivity; Acquisition Proposals. Until the earlier later of (i) the Closing or (ii) 120 days after the termination of this AgreementAgreement or (iii) an event pursuant to which Parent is required to pay the termination fee in accordance with SECTION 5.13: (a) Compass The Company shall not knowingly, and shall not knowingly cause or permit, directly or indirectly, through any officer, director, employee, agent or representative (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise: (i) Solicitto solicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section 13(d)(3) of the Exchange Act) or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass the Company or any affiliates), other than Avant! Parent and Merger Sub (a "Third PartyTHIRD PARTY"), relating to any acquisition or purchase of all or any substantial portion of the assets of, of the Company or any equity interest in, Compass or any stock acquisition merger, consolidation or business combination with Compassthe Company; (ii) Participate to participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass the Company or Parent in connection with any acquisition or purchase of all or any substantial portion of the assets of, of the Company or any equity interest instock acquisition, Compass or any merger, consolidation or business combination with Compassthe Company; or (iii) Otherwise otherwise knowingly to cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase of all or any substantial portion of the assets of, of the Company or any equity interest instock acquisition, Compass, or any merger, consolidation or business combination with Compassthe Company. (b) In the event Compass the Company receives prior to termination of this Agreement any offer or indication of interest from any Third Party relating to any acquisition or purchase of all or any substantial portion of the assets of, of the Company or any equity interest instock acquisition, Compass or any merger, consolidation or business combination with Compassthe Company, Compass the Company shall promptly promptly, and in any event within 24 hours, notify Avant! Parent and Merger Sub in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, the terms and conditions of any proposal and any other information requested of it by the Third Party or in connection therewith. (c) Compass The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any of the foregoing.

Exclusivity; Acquisition Proposals. Until the earlier ---------------------------------------- of (i) the Closing Effective Time of the Merger or (ii) the termination of this Agreement: (a) Compass CRC shall not knowingly, and shall not knowingly cause or permit, directly or indirectly, through any officer, director, agent or representative (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise: (i) Solicitsolicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act) "), or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass CRC or any affiliates), other than Avant! P-Com and Sub (a "Third Party"), relating to any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass CRC or any merger, consolidation or business combination with CompassCRC; (ii) Participate participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass CRC or P-Com in connection with any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass CRC or any merger, consolidation or business combination with CompassCRC; or (iii) Otherwise knowingly to cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass, CRC or any merger, consolidation or business combination with CompassCRC. (b) In the event Compass CRC receives prior to termination of this Agreement any offer or indication of interest from any Third Party relating to any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass CRC or any merger, consolidation or business combination with CompassCRC, Compass CRC shall promptly notify Avant! P-Com and Sub in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, the terms and conditions of any proposal and any other information requested of it by the Third Party or in connection therewith. (c) Compass CRC shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any of the foregoing.

Exclusivity; Acquisition Proposals. Until the earlier later of (i) the Closing or (ii) the upon termination of this Agreement: (a) Compass The Company shall not knowinglynot, and shall not knowingly cause or permit, directly or indirectly, through any officer, director, employee, stockholder, agent or representative (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise, any person to: (i) Solicitsolicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section 13(d)(3) of the Exchange Act) or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass the Company or any affiliates), other than Avant! Quantum and Sub QSL (a "“Third Party"”), relating to any acquisition or purchase of all or any substantial portion of the assets of, or any debt or equity interest interests in, Compass the Company or any stock acquisition, merger, consolidation or business combination with Compassthe Company; (ii) Participate participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass the Company or Quantum in connection with any acquisition or purchase of all or any substantial portion of the assets of, or any debt or equity interest interests in, Compass the Company or any stock acquisition, merger, consolidation or business combination with Compassthe Company; or (iii) Otherwise knowingly cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase of all or any substantial portion of the assets of, or any debt or equity interest interests in, Compass, the Company or any stock acquisition, merger, consolidation or business combination with Compassthe Company. (b) In the event Compass the Company or any of its affiliates receives prior to termination of this Agreement any offer or indication of interest from any Third Party relating to any acquisition or purchase of all or any substantial portion of the assets of, or any debt or equity interest interests in, Compass the Company or any stock acquisition, merger, consolidation or business combination with Compassthe Company, Compass the Company shall promptly promptly, and in any event within twenty-four (24) hours, notify Avant! and Sub Quantum in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, to the extent known by the Company or any of its stockholders, the terms and conditions of any proposal and any other information requested of it by the Third Party or in connection therewith. (c) Compass The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted on or prior to the date of this Agreement with respect to any of the foregoing.

Exclusivity; Acquisition Proposals. Until the earlier of (i) the Closing Date or (ii) the termination of this Agreement: (a) Compass FrontLine shall not knowingly, and shall not knowingly cause or permit, directly or indirectly, through any officer, director, agent or representative (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise: (i) Solicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section 13(d)(3) of the Exchange Act) or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass FrontLine or any affiliates), other than Avant! and Sub (a "Third Party"), relating to any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass FrontLine or any merger, consolidation or business combination with CompassFrontLine; (ii) Participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass FrontLine in connection with any acquisition or purchase of all or any substantial portion of the assets of, or any equity interest in, Compass FrontLine or any merger, consolidation or business combination with CompassFrontLine; or (iii) Otherwise knowingly cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase of all or any portion of the assets of, or any equity interest in, CompassFrontLine, or any merger, consolidation or business combination with CompassFrontLine. (b) In the event Compass FrontLine receives prior to termination of this Agreement any offer or indication of interest from any Third Party relating to any acquisition or purchase of all or any portion of the assets of, or any equity interest in, Compass FrontLine or any merger, consolidation or business combination with CompassFrontLine, Compass FrontLine shall promptly notify Avant! and Sub in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, the terms and conditions of any proposal and any other information requested of it by the Third Party or in connection therewith. (c) Compass FrontLine shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any of the foregoing. (d) Notwithstanding the foregoing, in the event that FrontLine receives an unsolicited offer for the acquisition of FrontLine, the terms of which are, in the judgment of such board of directors, superior to the terms of the transaction contemplated hereby, FrontLine shall be entitled to the extent advised by counsel that such steps are necessary to fulfill the fiduciary duty of the board of directors to FrontLine's shareholders, to: (i) transmit the terms of the offer to FrontLine's shareholders, and (ii) not recommend or withdraw a recommendation of the transaction contemplated hereby.

Exclusivity; Acquisition Proposals. Until the earlier earliest to occur of (i) the Closing or (ii) the May 15, 1996, valid termination of this Agreement, or the Closing: (a) Compass NewLogic shall not knowingly, and shall not knowingly cause or permit, directly or indirectly, through any officer, director, agent or representative (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise: (i) Solicitsolicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section section 13(d)(3) of the Exchange Act) or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass NewLogic or any affiliates), other than Avant! and Sub Paradigm (a "Third Party"), relating to any acquisition or purchase of all or any substantial significant portion of the assets of, or any equity interest in, Compass NewLogic or any merger, consolidation or business combination with CompassNewLogic; (ii) Participate other than in the ordinary course of business, participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass NewLogic or Paradigm in connection with any acquisition or purchase of all or any substantial significant portion of the assets of, or any equity interest in, Compass NewLogic or any merger, consolidation or business combination with CompassNewLogic; or (iii) Otherwise knowingly cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase of all or any significant portion of the assets of, or any equity interest in, Compass, NewLogic or any merger, consolidation or business combination with CompassNewLogic. (b) In the event Compass receives that, prior to termination of this Agreement or the Closing, NewLogic receives any offer or indication of interest from any Third Party relating to any acquisition or purchase of all or any portion of the assets of, or any equity interest in, Compass NewLogic or any merger, consolidation or business combination with CompassNewLogic, Compass NewLogic shall promptly notify Avant! and Sub Paradigm in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, the terms and conditions of any proposal and any other information requested of it NewLogic by the Third Party or in connection therewith. (c) Compass NewLogic shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any of the foregoing. (d) In the event the Fairness Hearing (defined in Section 7.7 below) has not occurred by May 15, 1996, the exclusive dealing covenants set forth in this Section 6.6 shall automatically be extended for ten (10) day periods until the earlier to occur of the Closing or the valid termination of this Agreement.

Exclusivity; Acquisition Proposals. Until the earlier to occur ---------------------------------- of (i) the Closing or (ii) such date as Purchaser advises the termination of Securityholders in writing that Purchaser is terminating this AgreementAgreement in accordance with Article X hereof: (a) Compass The Securityholders shall not knowingly, and shall not knowingly cause or permitpermit the Company to, directly or indirectly, through any officer, director, agent or representative of the Company (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise: (i) Solicitsolicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section 13(d)(3) of the Exchange Act) or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass the Company or any affiliates), other than Avant! and Sub Purchaser (a "Third Party"), relating to any acquisition or purchase or license of all or any substantial portion of the assets of, or any equity interest in, Compass the Company or any merger, consolidation or business combination with Compassthe Company; (ii) Participate participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass the Company or Purchaser in connection with any acquisition or purchase or license of all or any substantial portion of the assets of, or any equity interest in, Compass the Company or any merger, consolidation or business combination with Compassthe Company; or (iii) Otherwise knowingly cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase or license of all or any portion of the assets of, or any equity interest in, Compass, the Company or any merger, consolidation or business combination with Compassthe Company. (b) In the event Compass receives that, prior to termination of this Agreement Agreement, the Company receives any offer or indication of interest from any Third Party relating to any acquisition or purchase or license of all or any portion of the assets of, or any equity interest in, Compass the Company or any merger, consolidation or business combination with Compassthe Company, Compass the Securityholders shall cause the Company to promptly notify Avant! and Sub Purchaser in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, the terms and conditions of any proposal and any other information requested of it the Company by the Third Party or in connection therewith. (c) Compass The Securityholders shall cause the Company to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any of the foregoing.

Exclusivity; Acquisition Proposals. Until the earlier of (i) the Closing or (ii) the termination of Unless and until this AgreementAgreement ---------------------------------- shall have been terminated by either party pursuant to Section 8.1 below: (a) Compass MSM shall not knowingly, and shall not knowingly cause or permit, directly or indirectly, through any officer, director, agent or representative (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise: (i) Solicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section 13(d)(3) of the Exchange Act) or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass MSM or any affiliates), other than Avant! Telegen and Sub (a "Third Party"), relating to any acquisition or purchase of all or any substantial a material portion of the assets of, or any equity interest in, Compass MSM or any merger, consolidation or business combination with CompassMSM; (ii) Participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass MSM or Telegen in connection with any acquisition or purchase of all or any substantial a material portion of the assets of, or any equity interest in, Compass MSM or any merger, consolidation or business combination with CompassMSM; or (iii) Otherwise knowingly cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase of all or any a material portion of the assets of, or any equity interest in, Compass, MSM or any merger, consolidation or business combination with CompassMSM. (b) In the event Compass MSM receives prior to termination of this Agreement any offer or indication of interest from any Third Party relating to any acquisition or purchase of all or any a material portion of the assets of, or any equity interest in, Compass MSM or any merger, consolidation or business combination with CompassMSM, Compass MSM shall promptly notify Avant! Telegen and Sub in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, the terms and conditions of any proposal and any other information requested of it by the Third Party or in connection therewith. (c) Compass MSM shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any of the foregoing.

Exclusivity; Acquisition Proposals. Until the earlier of (i) the Closing or (ii) the termination of this Agreement: (a) Compass The Securityholders and the Company shall not knowingly, and shall not knowingly cause or permit, directly or indirectly, through any officer, director, agent or representative of the Company (including, without limitation, investment bankers, attorneys, accountants and consultants), or otherwise: (i) Solicitsolicit, initiate or further the submission of proposals or offers from, or enter into any agreement with, any firm, corporation, partnership, association, group (as defined in Section 13(d)(3) of the Exchange Act) or other person or entity, individually or collectively (including, without limitation, any managers or other employees of Compass the Company or any affiliates), other than Avant! Purchaser and Sub its professional advisors (a "Third Party"), relating to any acquisition or purchase or license of all or any substantial material portion of the assets of, or any equity interest in, Compass the Company or any merger, consolidation or business combination with Compassthe Company; (ii) Participate participate in any discussions or negotiations regarding, or furnish to any Third Party any confidential information with respect to Compass the Company, P-Com or Purchaser in connection with any acquisition or purchase or license of all or any substantial material portion of the assets of, or any equity interest in, Compass the Company or any merger, consolidation or business combination with Compassthe Company; or (iii) Otherwise knowingly cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to undertake or seek to undertake any acquisition or purchase or license of all or any material portion of the assets of, or any equity interest in, the Company or any merger, consolidation or business combination with the Company. (b) In the event that, prior to termination of this Agreement, the Company receives any offer or indication of interest from any Third Party relating to any acquisition or purchase or license of all or any portion of the assets of, or any equity interest in, Compass, the Company or any merger, consolidation or business combination with Compass. (b) In the event Compass receives prior Company, the Securityholders shall cause the Company to termination of this Agreement any offer or indication of interest from any Third Party relating to any acquisition or purchase of all or any portion of the assets of, or any equity interest in, Compass or any merger, consolidation or business combination with Compass, Compass shall promptly notify Avant! and Sub Purchaser in writing, and shall in any such notice, set forth in reasonable detail the identity of the Third Party, Party and the terms and conditions of any proposal and any other information requested of it by the Third Party or in connection therewithproposal. (c) Compass The Securityholders shall cause the Company to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any of the foregoing.