Common use of Exclusivity; Superior Proposal Clause in Contracts

Exclusivity; Superior Proposal. (a) From and after the Agreement Date until termination of the Agreement in accordance with Article X, each of the parties will not, nor will it authorize or permit any of its respective officers, directors, affiliates or employees, or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (i) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal (as defined below), (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Superior Proposal (as defined below); provided, however, that, during the period prior to the adoption of Merger by the GoSolutions Stockholders and VEDO Stockholders, this Section 4.6 shall not prohibit each party from furnishing nonpublic information regarding such party to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal or any offer or proposal that the board of directors of the party reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn), or the board of directors of the party from recommending that its stockholders approve a Superior Proposal if (A) neither the party nor any representative of the party shall have violated any of the restrictions set forth in this Section 4.6, including, but not limited to, obligations under clause (i) above, (B) the board of directors of the party concludes in good faith, after consultation with its outside legal counsel, that such action is consistent with the exercise of its fiduciary obligations to its stockholders under applicable state and federal law, (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such person or group, the party gives the other party written notice of the receipt of a Superior Proposal and of the party's intention to furnish nonpublic information to, or enter into discussions with, such person or group and the party receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of the party, and (D) contemporaneously with furnishing any such nonpublic information to such person or group, the party furnishes such nonpublic information to the other party (to the extent such nonpublic information has not been previously furnished by the party to the other party); provided, further, however, that the party shall not be permitted to consummate any transaction(s) contemplated by any Superior Proposal unless and until the party has first terminated this Agreement pursuant to Article X. The parties will, and will cause their respective officers, directors, affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of a party or any investment banker, attorney or other advisor or representative of a party shall be deemed to be a breach of this Section 4.6 by such party.

Exclusivity; Superior Proposal. (a) From The GTI Group Members shall not and after the Agreement Date until termination of the Agreement in accordance with Article X, each of the parties will not, nor will it authorize or permit any of its respective officers, directors, affiliates or employees, or any investment banker, attorney or other advisor or representative retained by it shall cause their representatives not to, directly or indirectly, and shall use their respective best efforts to cause their officers, directors, employees, legal counsel, investment bankers and financial or other advisers not to (i) solicit, initiate initiate, or induce the making, submission encourage any inquiries or announcement of proposals regarding any Acquisition Proposal (as defined below), or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with in respect toof, or take any other action to facilitate facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Superior Proposal (as defined below); provided, however, that, during the period prior to the adoption of Merger by the GoSolutions Stockholders and VEDO Stockholders, that nothing contained in this Section 4.6 3.7(a) shall not prohibit each party the Board of Directors of the GTI Group Members from furnishing nonpublic information regarding such party tocomplying with the requirements of Rule 14e-2(a) under the Exchange Act, entering into a confidentiality agreement if applicable, with or entering into discussions with, any person or group in response respect to a Superior an Acquisition Proposal or any offer other applicable Legal Requirement or proposal that the board of directors of the party reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn), or the board of directors of the party from recommending that its stockholders approve a Superior Proposal if (A) neither the party nor any representative of the party shall have violated any of the restrictions set forth in this Section 4.6, including, but not limited to, obligations under clause (i) above, (B) the board of directors of the party concludes in good faith, after consultation with its outside legal counsel, that such action is consistent with the exercise of its fiduciary obligations to its stockholders under applicable state and federal law, (C) prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such any person or group, the party gives the other party written notice of the receipt of a Superior that makes an unsolicited bona fide Acquisition Proposal and of the party's intention to furnish nonpublic information to, or enter into discussions with, such person or group and the party receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of the partyif, and (D) contemporaneously with furnishing any such nonpublic information to such person or group, the party furnishes such nonpublic information to the other party (only to the extent that, (A) the Board of Directors of each GTI Member, after consultation with outside legal counsel, determines in good faith that the failure to take such nonpublic information has not been previously furnished by action would be a breach of its fiduciary duties under applicable law and (B) the party Board of Directors of the GTI Group Members determine in good faith that such Acquisition Proposal may lead to a transaction that would, if consummated, result in a transaction more favorable to the other partyGTI Group Members’ shareholders from a financial point of view than the Contemplated Transactions (any such more favorable Acquisition Proposal, a “Superior Proposal”); provided, further, however, that . GTI shall notify Purchaser of any Acquisition Proposal (including the party material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof. GTI shall not be permitted keep Purchaser informed of any material changes (including material amendments) to consummate any transaction(s) contemplated by any Superior Proposal unless such Acquisition Proposal. The GTI Group Members shall immediately cease and until the party has first terminated this Agreement pursuant to Article X. The parties willterminate, and will shall immediately cause its Affiliates and their respective officers, directors, affiliates, employees, legal counsel, investment bankersbankers and financial or other advisers to cease and terminate, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with in respect of any possible Acquisition Proposal and shall demand the immediate return of all confidential information previously provided to any Acquisition Proposalsuch third parties. Without limiting the foregoing, it is understood the GTI Members understand and agree that any violation of the restrictions set forth in the preceding two sentences this Section 3.7(a) by any officer, director or employee officer of a party the GTI Members, or their respective Affiliates, or any investment bankerfinancial advisor, attorney or other advisor or representative of a party any of the foregoing, shall be deemed to be a breach of this Section 4.6 3.7(a) by such party.the GTI Members. XxxxxXxx Technologies

Exclusivity; Superior Proposal. (a) From and after the Agreement Date until termination of the Agreement in accordance with Article X, each of the parties will not, nor will it authorize or permit any of its respective officers, directors, affiliates or employees, or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (i) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal (as defined below), (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Superior Proposal (as defined below); provided, however, that, during the period prior to the adoption of Merger by the GoSolutions Stockholders and VEDO Stockholders, this Section 4.6 shall not prohibit each party from furnishing nonpublic information regarding such party to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal or any offer or proposal that the board of directors of the party reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn), or the board of directors of the party from recommending that its stockholders approve a Superior Proposal if (A) neither the party nor any representative of the party shall have violated any of the restrictions set forth in this Section 4.6, including, but not limited to, obligations under clause (i) above, (B) the board of directors of the party concludes in good faith, after consultation with its outside legal counsel, that such action is consistent with the exercise of its fiduciary obligations to its stockholders under applicable state and federal law, (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such person or group, the party gives the other party written notice of the receipt of a Superior Proposal and of the party's ’s intention to furnish nonpublic information to, or enter into discussions with, such person or group and the party receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of the party, and (D) contemporaneously with furnishing any such nonpublic information to such person or group, the party furnishes such nonpublic information to the other party (to the extent such nonpublic information has not been previously furnished by the party to the other party); provided, further, however, that the party shall not be permitted to consummate any transaction(s) contemplated by any Superior Proposal unless and until the party has first terminated this Agreement pursuant to Article X. The parties will, and will cause their respective officers, directors, affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of a party or any investment banker, attorney or other advisor or representative of a party shall be deemed to be a breach of this Section 4.6 by such party.

Exclusivity; Superior Proposal. (a) From and after the date of this Agreement Date until the expiration or termination of the Agreement in accordance with Article XOption Period, each of the parties Company will not, nor will it authorize or permit any of its respective officers, directors, affiliates Affiliates or employees, or any investment banker, attorney or other advisor or representative retained by it to, to directly or indirectly, (i) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal (as defined below)Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Superior Proposal (as defined below)Proposal; provided, however, that, during the period prior to the adoption of the Merger Agreement by the GoSolutions Stockholders and VEDO Stockholdersrequired Company Stockholder vote, this Section 4.6 6.7(a) shall not prohibit each party the Company from furnishing nonpublic information regarding such party the Company and its Subsidiaries to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal or any offer or proposal that the board of directors of the party Company Board reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn), or the board of directors of the party Company Board from recommending that its stockholders the Company Stockholders approve a Superior Proposal if (A) neither the party Company nor any representative of the party Company or any of its Subsidiaries shall have violated any of the restrictions set forth in this Section 4.66.7, including, but not limited to, obligations under clause (i) above, (B) the board of directors of the party Company Board concludes in good faith, after consultation with its outside legal counsel, that such action is consistent required in order for the Company Board to comply with the exercise of its fiduciary obligations to its stockholders the Company Stockholders under applicable state and federal lawCalifornia Law, (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such person or group, the party Company gives the other party Buyer written notice of the receipt identity of a Superior Proposal such person or group and of the party's Company’s intention to furnish nonpublic information to, or enter into discussions with, such person or group and the party Company receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of the partyCompany, and (D) contemporaneously with furnishing any such nonpublic information to such person or group, the party Company furnishes such nonpublic information to the other party Buyer (to the extent such nonpublic information has not been previously furnished by the party Company to the other partyBuyer); provided, further, however, that the party Company shall not be permitted to consummate any transaction(s) contemplated by any Superior Proposal unless and until the party Company has first terminated this Agreement pursuant to Article X. Section 9.1(b). The parties Company and its Subsidiaries will, and will cause their respective officers, directors, affiliatesAffiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of a party the Company or any of its subsidiaries or any investment banker, attorney or other advisor or representative of a party the Company or any of its subsidiaries shall be deemed to be a breach of this Section 4.6 6.7 by such partythe Company.

Exclusivity; Superior Proposal. (a) From and after the date of this Agreement Date until the earlier of the Effective Time or termination of this Agreement pursuant to Article 8, the Agreement in accordance with Article X, each of the parties Company will not, nor will it authorize or permit direct any of its respective officers, directors, affiliates Affiliates or employees, employees or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (i) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal (as defined below)Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action intended or that could reasonably be expected to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Superior Proposal (as defined below)Acquisition Proposal; provided, however, that, during the period that prior to the adoption of Merger this Agreement by the GoSolutions Stockholders and VEDO Stockholdersrequired Company Stockholder vote, this Section 4.6 6.6(a) shall not prohibit each party the Company from furnishing nonpublic information regarding such party the Company and its subsidiaries to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal or any offer or proposal that the board of directors of the party Company Board reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn), or the board of directors of the party Company Board from recommending that its stockholders the Company Stockholders approve a Superior Proposal if (A) neither the party Company nor any representative of the party Company or its subsidiaries shall have violated any of the restrictions set forth in this Section 4.66.6, including, but not limited to, obligations under clause (i) above, (B) the board of directors of the party Company Board concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action is consistent reasonably likely to be inconsistent with the directors’ exercise of its their fiduciary obligations to its stockholders the Company Stockholders under applicable state and federal lawDelaware Law, (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such person or group, the party Company gives the other party Parent written notice of the receipt identity of a Superior Proposal such person or group and of the party's Company’s intention to furnish nonpublic information to, or enter into discussions with, such person or group and the party Company receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of the partyCompany, and (D) contemporaneously with furnishing any such nonpublic information to such person or group, the party Company furnishes such nonpublic information to the other party Parent (to the extent such nonpublic information has not been previously furnished by the party Company to the other partyParent); provided, further, however, that the party Company shall not be permitted to consummate any transaction(s) contemplated by any Superior Proposal unless and until the party Company has first terminated this Agreement pursuant to Article X. Section 8.1(g) hereof. The parties Company and its subsidiaries will, and will cause direct their respective officers, directors, affiliatesAffiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of a party the Company or any of its subsidiaries or any investment banker, attorney or other advisor or representative of a party the Company or any of its subsidiaries shall be deemed to be a breach of this Section 4.6 6.6 by such partythe Company.