No Alternative Transactions. Unless this Agreement shall have been terminated in accordance with its terms, the Company shall not, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any equity interest in (other than pursuant to the exercise of Options), the Company or any business combination with the Company or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate or negotiate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Company shall notify Amazxx.xxx xxxmptly if any such proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to Amazxx.xxx, xxdicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g. agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party.
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No Alternative Transactions. The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than Parent) conducted heretofore with respect to any Alternative Transaction (as defined below). Unless this Agreement shall have been terminated in accordance with its terms, the Company shall not, except to the extent required in the opinion of counsel in the exercise of fiduciary duties of the Board of Directors of the Company, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets ofAlternative Transaction, or any equity interest in (other than pursuant to the exercise of Options), the Company or any business combination with the Company or participate in any negotiations regardingregarding any Alternative Transaction, or furnish to any other Person any information with respect to, or otherwise cooperate or negotiate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person with regard to do or seek any Alternative Transaction; provided, however, that an acknowledgement only of an unsolicited inquiry by the Company to an inquiring party advising such party of the foregoingCompany's obligations hereunder shall not be deemed to be a violation of this Section 6.3. The Company shall notify Amazxx.xxx xxxmptly Parent promptly if any such proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to Amazxx.xxxParent, xxdicate indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g. e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party.. The term "
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Samples: Agreement and Plan of Merger (Primus Knowledge Solutions Inc)
No Alternative Transactions. The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than Parent) conducted heretofore with respect to any Alternative Transaction (as defined below). Unless this Agreement shall have been terminated in accordance with its terms, the Company shall not, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets ofAlternative Transaction, or any equity interest in (other than pursuant to the exercise of Options), the Company or any business combination with the Company or participate in any negotiations regardingregarding any Alternative Transaction, or furnish to any other Person any information with respect to, or otherwise cooperate or negotiate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person with regard to do or seek any Alternative Transaction; provided, however, that the Company may provide information to a Third Party (as defined below) who makes a bona fide proposal for an Alternative Transaction after compliance with the provisions of clauses (i) and (ii) of Section 7.1(f) below, provided further that such Third Party first executes a confidentiality agreement at least as protective of the foregoingCompany as the confidentiality agreement between the Company and Parent. The Company shall notify Amazxx.xxx xxxmptly Parent promptly if any such proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to Amazxx.xxxParent, xxdicate indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g. agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party.standstill
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No Alternative Transactions. The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than ImageX) conducted heretofore with respect to any Alternative Transaction (as defined below). Unless this Agreement shall have been terminated in accordance with its terms, the Company shall not, directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets ofAlternative Transaction, or any equity interest in (other than pursuant to the exercise of Options), the Company or any business combination with the Company or participate in any negotiations regardingregarding any Alternative Transaction, or furnish to any other Person any information with respect to, or otherwise cooperate or negotiate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person with regard to do or seek any Alternative Transaction; provided, however, that the Company may provide information to a Third Party (as defined below) who makes a bona fide proposal for an Alternative Transaction after compliance with the provisions of clauses (i) and (ii) of Section 7.1(h) below, provided further that such Third Party first executes a confidentiality agreement at least as protective of the foregoing. Company as the confidentiality agreement between the Company and ImageX. The Company shall notify Amazxx.xxx xxxmptly ImageX promptly if any such proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any such notice to Amazxx.xxxImageX, xxdicate indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill (e.g. e.g., agreement not to invest in or seek change of control of the Company) agreement to which the Company is a party.. The term "
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