Common use of No Solicitation of Acquisition Proposal Clause in Contracts

No Solicitation of Acquisition Proposal. Neither the Big --------------------------------------- Stuff Shareholders, Big Stuff, Parent nor any of their Associates shall, directly or indirectly, make, encourage, facilitate, solicit, assist or initiate any inquiry or proposal, or provide any information to or participate in any negotiations with, any Person or group other than the parties to this Agreement and their Associates relating to any of the following transactions ("EXTRAORDINARY TRANSACTIONS"): (i) liquidation, dissolution, recapitalization, share exchange, business combination, merger or consolidation of Big Stuff or Parent or an Active Parent Subsidiary, (ii) sale of a significant amount of assets of Big Stuff or Parent or an Active Parent Subsidiary, (iii) purchase or sale of shares of capital stock of Big Stuff or Parent or an Active Parent Subsidiary, or (iv) any similar actions or transactions involving Big Stuff or Parent or an Active Parent Subsidiary (other than the Merger and the transactions contemplated by this Agreement, the Company Acquisition Agreement and the Web Acquisition Agreement), or agree to or consummate any Extraordinary Transaction. Each of Parent and Big Stuff shall immediately inform the other party of any inquiry, proposal, or request for information or offer (including the terms thereof and the Person making such inquiry, proposal, request or offer) which it may receive in respect of an Extraordinary Transaction and provide Parent and Big Stuff with a copy of any such written inquiries, proposals, requests for information and offers, and thereafter keep Parent and Big Stuff fully informed of the status and details thereof. The provisions of this Section 6.7 shall not apply to the sale of the CLEC Operations by ----------- Parent or any Active Parent Subsidiary as contemplated by Section 5.11 ------------ hereof or to the WorldPages Acquisition.

No Solicitation of Acquisition Proposal. Neither the Big Web --------------------------------------- Stuff Shareholders, Big StuffWeb, Parent nor any of their Associates shall, directly or indirectly, make, encourage, facilitate, solicit, assist or initiate any inquiry or proposal, or provide any information to or participate in any negotiations with, any Person or group other than the parties to this Agreement and their Associates relating to any of the following transactions ("EXTRAORDINARY TRANSACTIONS"): (i) liquidation, dissolution, recapitalization, share exchange, business combination, merger or consolidation of Big Stuff Web or Parent or an Active Parent Subsidiary, (ii) sale of a significant amount of assets of Big Stuff Web or Parent or an Active Parent Subsidiary, (iii) purchase or sale of shares of capital stock of Big Stuff Web or Parent or an Active Parent Subsidiary, or (iv) any similar actions or transactions involving Big Stuff Web or Parent or an Active Parent Subsidiary (other than the Merger and the transactions contemplated by this Agreement, the Company Acquisition Agreement and the Web Big Stuff Acquisition Agreement), or agree to or consummate any Extraordinary Transaction. Each of Parent and Big Stuff Web shall immediately inform the other party of any inquiry, proposal, or request for information or offer (including the terms thereof and the Person making such inquiry, proposal, request or offer) which it may receive in respect of an Extraordinary Transaction and provide Parent and Big Stuff Web with a copy of any such written inquiries, proposals, requests for information and offers, and thereafter keep Parent and Big Stuff Web fully informed of the status and details thereof. The provisions of this Section 6.7 ----------- shall not apply to the sale of the CLEC Operations by ----------- Parent or any Active Parent Subsidiary as contemplated by Section 5.11 ------------ hereof or to the ------------ WorldPages Acquisition.

No Solicitation of Acquisition Proposal. Neither the Big --------------------------------------- Stuff Shareholders, Big Stuffthe Company, Parent nor any of their Associates respective affiliates (including, without limitation, directors, officers, employees, agents, representatives and shareholders or any affiliates or associates thereof) ("ASSOCIATES") shall, directly or indirectly, make, encourage, facilitate, solicit, assist or initiate any inquiry or proposal, or provide any information to or participate in any negotiations with, any Person or group (other than the parties to this Agreement and their Associates Associates) relating to any of the following transactions ("EXTRAORDINARY TRANSACTIONS"): (i) liquidation, dissolution, recapitalization, share exchange, business combination, merger exchange or consolidation of Big Stuff the Company or a Subsidiary or Parent or an Active a Parent Subsidiarysubsidiary, (ii) sale of a significant amount of assets of Big Stuff the Company or a Subsidiary or Parent or an Active a Parent Subsidiarysubsidiary, (iii) purchase or sale of shares of capital stock of Big Stuff the Company or a Subsidiary or Parent or an Active a Parent Subsidiarysubsidiary, or (iv) any similar actions or transactions involving Big Stuff the Company or a Subsidiary or Parent or an Active a Parent Subsidiary subsidiary (other than the Merger and the transactions contemplated by this Agreement, the Company Acquisition Agreement and the Web Acquisition Agreement), or agree to or consummate any Extraordinary Transaction. Each of Parent and Big Stuff The parties hereto shall immediately inform Parent and the other party Company of any inquiry, proposal, or request for information or offer (including the terms thereof and the Person making such inquiry, proposal, request or offer) which it may receive in respect of an Extraordinary Transaction and provide Parent and Big Stuff Company with a copy of any such written inquiries, proposals, requests for information and offers, and thereafter keep Parent and Big Stuff Company fully informed of the status and details thereof. The provisions of this Section 6.7 6.8 shall not apply to the sale of the CLEC Operations by Parent ----------- Parent or any Active Parent Subsidiary subsidiary as contemplated by Section 5.11 ------------ hereof 5.10 or to the ------------ WorldPages Acquisition.

No Solicitation of Acquisition Proposal. Neither Unless Parent, the Big --------------------------------------- Stuff ShareholdersCompany, Big StuffICL and the ICL Principals shall agree in advance, Parent in writing, neither Parent, the Company, ICL, the ICL Principals nor any of their Associates respective affiliates (including, without limitation, directors, officers, employees, agents, representatives and shareholders or any affiliates or associates thereof) ("ASSOCIATES") shall, directly or indirectly, make, encourage, facilitate, solicit, assist or initiate any inquiry or proposal, or provide any information to or participate in any negotiations with, any Person or group (other than the parties to this Restated Agreement and their Associates Associates) relating to any of the following transactions ("EXTRAORDINARY TRANSACTIONS"): (i) liquidation, dissolution, recapitalization, share exchange, business combination, merger exchange or consolidation of Big Stuff the Company or a Subsidiary or Parent or an Active a Parent Subsidiarysubsidiary, (ii) sale of a significant amount of assets of Big Stuff the Company or a Subsidiary or Parent or an Active a Parent Subsidiarysubsidiary, (iii) purchase or sale of shares of capital stock of Big Stuff the Company or a Subsidiary or Parent or an Active a Parent Subsidiarysubsidiary, or (iv) any similar actions or transactions involving Big Stuff the Company or a Subsidiary or Parent or an Active a Parent Subsidiary subsidiary (other than the Merger and the transactions contemplated by this Agreement, the Company Acquisition Agreement and the Web Acquisition Restated Agreement), or agree to or consummate any Extraordinary Transaction. Each of Parent and Big Stuff The parties hereto shall immediately inform Parent and the other party Company of any inquiry, proposal, or request for information or offer (including the terms thereof and the Person making such inquiry, proposal, request or offer) which it may receive in respect of an Extraordinary Transaction and provide Parent and Big Stuff Company with a copy of any such written inquiries, proposals, requests for information and offers, and thereafter keep Parent and Big Stuff Company fully informed of the status and details thereof. The parties hereto acknowledge and agree that the provisions of this Section 6.7 SECTION 6.6 shall not apply to to: (a) the sale of the CLEC Operations by ----------- Parent or any Active Parent Subsidiary as contemplated by Section 5.11 ------------ hereof or to subsidiary; (b) the WorldPages Acquisition; or (c) any communications between or actions by Parent (or any Parent subsidiary), the Company and ICL, acting jointly, on the one hand, and any Person not a party to this Restated Agreement, on the other hand, which occurred prior to the date that this Restated Agreement becomes effective pursuant to SECTION 1.3 hereof.