OTHER OFFERS AND EXCLUSIVE DEALING. Unless and until notice of termination of this Assets Purchase Agreement prior to the last Transfer Date pursuant to Article X hereof, SBCL shall not, acting in any capacity, directly or indirectly, through any officer, director, employee, agent, affiliate or otherwise of SBCL, (a) solicit, initiate or encourage submission of proposals or offers from any Person, corporation or other entity for the primary or specific purpose of selling the SCAN Assets located at SBCL Sites, or relating to the provision of Lab EDI Services to Automated Providers, (b) participate in any discussions or negotiations regarding, or, except as required by a legal or judicial process, furnish to any other Person, corporation or other entity any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to purchase the SCAN Assets located at SBCL Sites or to obtain the right to provide Lab EDI Services to Automated Providers, or (c) approve or undertake any such transaction. Nothing in this Section 4.3.2 shall restrict what SBCL may otherwise do under the Services Agreement.
OTHER OFFERS AND EXCLUSIVE DEALING. Unless and until this Agreement is terminated prior to Closing pursuant to Section 8.01, the Company and each of the Stockholders shall, and shall cause each of the Subsidiaries to, deal exclusively with Purchaser with respect to the sale of the Stock or any assets or properties of the Company or any of the Subsidiaries. In addition, unless and until this Agreement is terminated prior to Closing pursuant to Section 8.01, neither the Company nor any of the Stockholders, acting in any capacity, shall, and the Company and the Stockholders shall direct each of the Subsidiaries and the officers, directors, limited partners, general partners (as applicable), financial advisors, accountants and counsel of the Company, any of the Subsidiaries and the Stockholders not to, either directly or indirectly, through the Company, any of the Subsidiaries, any officer, director, employee, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any purchase of the Stock, or any merger, sale of substantial assets, or purchase of securities or similar transaction involving the Company or any of the Subsidiaries, (b) participate in any discussions or negotiations regarding, or, except as required by a legal or judicial process, furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to purchase the assets of the Company or any of the Subsidiaries, or engage in a merger, purchase of substantial assets or purchase of stock or similar transaction involving the Company or any of the Subsidiaries, or (c) approve or undertake any such transaction. If, notwithstanding the foregoing, the Company, the Stockholders or any of their respective shareholders, directors, partners, officers, employees or agents shall receive any written proposal or inquiry regarding any such transaction, the Company and the Stockholders shall, and shall cause any of the Subsidiaries to, promptly communicate to Purchaser the terms of any such proposal or offer upon Knowledge or receipt of such written proposal or offer.
OTHER OFFERS AND EXCLUSIVE DEALING. From and after the date of this Agreement and until the earlier of the termination of this Agreement or the Closing, whichever shall occur first, Seller and the Partners shall not, and shall use their best efforts to ensure that their officers, directors, employees, advisors and agents shall not, directly or indirectly, (a) solicit, initiate or authorize any inquiries, discussions, negotiations or submission of proposals or offers to or from any person, corporation or other entity, or participate in any discussion regarding any such inquiry or proposal relating to any merger or purchase of any equity interest in, all or a material amount of the equity interests or the assets of Seller or approve or undertake any such transaction, or (b) knowingly provide or furnish to any person other than Purchaser and their agents any non-public information about or with respect to Seller. Seller and the Partners shall respond to all unsolicited inquiries and proposals, and to inquiries or proposals resulting from actions of persons not controlling or controlled by Seller or any of the Partners or subject to this Agreement, seeking information or indications of interest regarding any merger or purchase of any equity interest in, all or a material amount of the equity interests, or the assets of Seller, by clearly communicating to the inquiring or proposing party that the Seller or the Partner, as the case may be, is unwilling to respond to the proposal or inquiry at that time.
OTHER OFFERS AND EXCLUSIVE DEALING. Unless and until this Agreement is terminated prior to Closing pursuant to Article IX, neither Seller, Xx. Xxxxxx nor the Shareholder, acting in any capacity, will either directly or indirectly, through any officer, director, employee, agent or otherwise of Seller, Xx. Xxxxxx or of the Shareholder, (A) solicit, initiate, encourage or entertain submission of proposals or offers from any Person relating to (i) any purchase of the Assets, the Xxxxxx Real Property or any portion thereof, (ii) any merger, sale of substantial assets, or sale of stock of Seller or (iii) any similar transaction involving Seller or the shareholders, (B) participate in any discussions or negotiations regarding, or, except as required by a legal or judicial process, furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to consummate any of the transactions described in clauses (A)(i) through (iii) above involving Seller, Xx. Xxxxxx or the shareholders, or (C) approve or undertake any such transaction. Seller shall promptly communicate to Purchaser the terms of any such proposal or offer upon Knowledge or receipt of such proposal or offer or upon Knowledge that such a proposal or offer is likely to be made.
OTHER OFFERS AND EXCLUSIVE DEALING. Prior to the Closing Date, Seller shall not, directly or indirectly, (a) solicit, initiate or encourage submission of proposals or offers from any Person, corporation or other entity for the purpose of selling the Purchased Assets, or relating to the provision of Teleprinter Services to Providers, (b) participate in any discussions or negotiations regarding, or, except as required by a legal or judicial process, furnish to any other Person, corporation or other entity any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to purchase the Purchased Assets or to obtain the right to provide Teleprinter Services to Providers, or (c) approve or undertake any such transaction; provided, however, that this covenant shall not limit in any way the ability of Seller or any of its Affiliates to be sold to (whether via sale of stock or substantially all assets), or merged or consolidated with, any other Person, or to take any actions deemed appropriate in connection therewith.
OTHER OFFERS AND EXCLUSIVE DEALING. Unless and until this Agreement is terminated prior to the Effective Time pursuant to Article 9, neither Seller nor the Sole Shareholder, acting in any capacity, will either directly or indirectly, through any officer, director, employee, agent, or otherwise of Seller or of the Sole Shareholder, (i) solicit, initiate, encourage or entertain submission of proposals or offers from any Person relating to (1) any purchase of all or substantially all of the Assets of Seller, (2) any acquisition, sale of substantial Assets, or sale of stock of Seller, or (3) any similar transaction involving Seller, (ii) participate in any discussions or negotiations regarding, or, except as required by a legal or judicial process, furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to consummate any of the transactions described in clauses (i)(1) through (3) above involving Seller, or (iii) approve or undertake any such transaction. Seller shall promptly communicate to Purchaser the terms of any such proposal or offer upon knowledge or receipt of such proposal or offer or upon knowledge that such a proposal or offer is likely to be made.
OTHER OFFERS AND EXCLUSIVE DEALING. Unless and until this Agreement is terminated prior to Closing pursuant to Section 9.01, the Sellers shall deal exclusively with Purchaser with respect to the sale of the Assets or properties of the Sellers relating to the Station. In addition, unless and until this Agreement is terminated prior to Closing pursuant to Section 9.01, neither of the Sellers, acting in any capacity, shall, and the Sellers shall direct their officers, directors, limited partners, general partners (as applicable), financial advisors, accountants and counsel not to, either directly or indirectly, through the Sellers, any officer, director, employee, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any purchase of the Assets, or (b) approve or undertake any such transaction. If, notwithstanding the foregoing, the Sellers or any of their respective shareholders, directors, partners, officers, employees or agents shall receive any written proposal or inquiry regarding any such transaction, the Sellers shall promptly communicate to Purchaser the terms of any such proposal or offer upon Knowledge or receipt of such written proposal or offer.
OTHER OFFERS AND EXCLUSIVE DEALING. Unless and until this Agreement is terminated prior to Closing pursuant to Section 9.01 and except for the transactions contemplated in that certain Amended and Restated Stock Purchase Agreement dated as of June 22, 1998 by and among Busse Broadcasting Corporatiox, Xxuth Street Corporate Recovery Fund I, L.P., Greycliff Leveraged Fund 1993, L.P., South Street Levexxxxx Xxxxxxxxx Xxxxxxxx Fund, L.P., South Street Corporate Recovery Fund I (International), L.P. and Gray Communications Systems, Xxx., (the "Amended and Restated Stock Purchase Agreement") and all agreements related thereto, the Sellers shall deal exclusively with Purchaser with respect to the sale of the Assets or properties of the Sellers relating to the Business. In addition, unless and until this Agreement is terminated prior to Closing pursuant to Section 9.01, neither of the Sellers, acting in any capacity, shall, and the Sellers shall direct their officers, directors, limited partners, general partners (as applicable), financial advisors, accountants and counsel not to, either directly or indirectly, through the Sellers, any officer, director, employee, agent or otherwise, (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any purchase of the Assets relating to the Business, or (b) approve or undertake any such transaction. If, notwithstanding the foregoing, the Sellers or any of their respective stockholders, directors, partners, officers, employees or agents shall receive any written proposal or inquiry regarding any such transaction, the Sellers shall promptly communicate to Purchaser the terms of any such proposal or offer upon Knowledge or receipt of such written proposal or offer.
OTHER OFFERS AND EXCLUSIVE DEALING. Unless and until this Agreement is terminated prior to Closing pursuant to ARTICLE 10, UHC shall not, acting in any capacity, directly or indirectly, through any officer, director, employee, agent or otherwise of the UHC or any member of the UHC Group, (a) solicit, initiate or encourage submission of proposals or offers from any person, corporation or other entity relating to any purchase of the Shares, or any merger, sale of substantial assets or similar transaction involving the Company or the Company Business, (b) participate in any discussions or negotiations regarding, or, except as required by a legal or judicial process, furnish to any other person, corporation or other entity any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person, corporation or other entity to purchase the Shares, or engage in a merger, purchase of substantial assets or similar transaction involving the Company or the Company Business, or (c) approve or undertake any such transaction. UHC shall promptly communicate to ActaMed and SubCorp the terms of any such proposal or offer upon knowledge or receipt of such proposal or offer.
OTHER OFFERS AND EXCLUSIVE DEALING. Unless and until this Agreement is terminated or the transactions described herein consummated, Seller shall neither directly nor indirectly, (a) solicit, initiate, encourage or entertain submission of proposals or offers from any person or entity relating to the sale of the Property or any portion thereof, (b) participate in any discussions or negotiations regarding, or, except as required by a legal or judicial process, furnish to any other person or entity any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to purchase the Property or any portion thereof, or (c) consummate any transaction involving sale or conveyance of the Property or any portion thereof. Seller shall promptly communicate to Buyer the terms of any such proposal or offer upon knowledge or receipt of such proposal or offer or upon knowledge that such a proposal or offer is likely to be made.
