Common use of Exclusivity; Acquisition Proposals Clause in Contracts

Exclusivity; Acquisition Proposals. Seller and Selling Principal will not (and will use their best efforts to ensure that none of Seller’s officers, directors, members, managers, agents, representatives, employees, or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Buyer: (i) solicit, encourage, initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire the Assets, the Business, or the Assumed Liabilities, 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 Buyer or its representatives concerning the Assets, the Business, or the Assumed Liabilities, or afford to any Person other than Buyer or their respective representatives access to Seller’s properties, books, or records, except in the Ordinary Course of Business and as required by law or pursuant to a request for information by any Governmental Entity; (iii) enter into or execute any agreement relating to an Acquisition Transaction; or (iv) make or authorize any public statement, recommendation, or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction. In the event that Seller or Selling Principal are contacted by any third party expressing an interest in discussing an Acquisition Transaction, Seller and Selling Principal will promptly notify Buyer in writing of such contact.

Exclusivity; Acquisition Proposals. Seller Unless and Selling Principal until this Agreement ---------------------------------- has been terminated by either party pursuant to Article XI hereof, Onex will not (and will use their best all commercially reasonable efforts to ensure that none of Seller’s its officers, directors, members, managers, agents, representatives, employees, 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 BuyerTranSwitch and its designees: (i) solicit, encourage, initiate, initiate or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire the Assetsall or any material part of Onex's business, the Business, assets or the Assumed Liabilitiescapital stock, whether by merger, consolidation, other business combination, purchase of assets, tender, 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 Buyer TranSwitch or its representatives concerning the Assets, the Business, Onex's business or the Assumed Liabilities, properties or afford to any Person other than Buyer TranSwitch or their respective its representatives access to Seller’s its properties, books, or records, except in the Ordinary Course ordinary course of Business business and as required by law or pursuant to a governmental request for information by any Governmental Entity; information, (iii) enter into or execute any agreement relating to an Acquisition Transaction; , or (iv) make or authorize any public statement, recommendation, recommendation or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition TransactionTransaction other than with respect to the Merger. In the event that Seller or Selling Principal are Onex is contacted by any third party expressing an interest in discussing an Acquisition Transaction, Seller and Selling Principal Onex will promptly notify Buyer in writing TranSwitch of such contactcontact and the identity of the party so contacting Onex.

Exclusivity; Acquisition Proposals. Seller and Selling Principal will not (and will use their best efforts to ensure that none of Seller’s officers, directors, members, managers, agents, representatives, employees, or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Buyer: (i) solicit, encourage, initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire the Assets, the Business, or the Assumed Liabilities, 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 Buyer or its representatives concerning the Assets, the Business, or the Assumed Liabilities, or afford to any Person other than Buyer or their respective representatives access to Seller’s properties, books, or records, except in the Ordinary Course of Business and as required by law or pursuant to a request for information by any Governmental Entity; (iii) enter into or execute any agreement relating to an Acquisition Transaction; or (iv) make or authorize any public statement, recommendation, or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction. In the event that Seller or Selling Principal are contacted by any third party expressing an interest in discussing an Acquisition Transaction, Seller and Selling Xxxxxxx Principal will promptly notify Buyer in writing of such contact.

Exclusivity; Acquisition Proposals. Seller and Selling Principal Principals will not (and will use their best efforts to ensure that none of Seller’s officers, directors, members, managers, agents, representatives, employees, or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than Buyer: (i) solicit, encourage, initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire the Assets, the Business, or the Assumed Liabilities, 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 Buyer or its representatives concerning the Assets, the Business, or the Assumed Liabilities, or afford to any Person other than Buyer or their respective representatives access to Seller’s properties, books, or records, except in the Ordinary Course of Business and as required by law or pursuant to a request for information by any Governmental Entity; (iii) enter into or execute any agreement relating to an Acquisition Transaction; or (iv) make or authorize any public statement, recommendation, or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction. In Xxxxxxxxxxx.Xx the event that Seller or Selling Principal Principals are contacted by any third party expressing an interest in discussing an Acquisition Transaction, Seller and Selling Principal Principals will promptly notify Buyer in writing of such contact.

Exclusivity; Acquisition Proposals. Seller Company and Selling Principal Company Shareholders will not (and will use their best efforts to ensure that none of SellerCompany’s officers, directors, members, managers, agents, representatives, employees, or affiliates) take or cause or permit any Person to take, directly or indirectly, any of the following actions with any party other than BuyerPurchaser: (i) solicit, encourage, initiate, or participate in any negotiations, inquiries, or discussions with respect to any offer or proposal to acquire the Assetsassets, the Businessbusiness, or the Assumed Liabilitiesliabilities, 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 Buyer Purchaser or its representatives concerning the Assetsassets, the Businessbusiness, or the Assumed Liabilitiesliabilities, or afford to any Person other than Buyer Purchaser or their respective representatives access to SellerCompany’s properties, books, or records, except in the Ordinary Course of Business business and as required by law or pursuant to a request for information by any Governmental Entity; (iii) enter into or execute any agreement relating to an Acquisition Transaction; or (iv) make or authorize any public statement, recommendation, or solicitation in support of any Acquisition Transaction or any offer or proposal relating to an Acquisition Transaction. In the event that Seller Company or Selling Principal Company Shareholders are contacted by any third party expressing an interest in discussing an Acquisition Transaction, Seller Company and Selling Principal Company Shareholders will promptly notify Buyer Purchaser in writing of such contact.