Common use of Proposals; Other Offers Clause in Contracts

Proposals; Other Offers. Prior to the Closing Date, neither the Company nor the Stockholder shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of the capital stock or all or any part of the assets (except in the ordinary course of business) or the business of the Company. The Company shall promptly notify the Purchaser upon its receipt or other knowledge of any such request, inquiry or proposal. Neither the Company nor the Stockholder shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company or afford access to any of the books, records or other properties of the Company to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal.

Proposals; Other Offers. Prior to the Closing Date, neither the Company nor the Stockholder any Stockholders shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of the capital stock or all or any part of the assets (except in the ordinary course of business) or the business of the Company. The Company shall promptly notify the Purchaser Telscape upon its receipt or other knowledge of any such request, inquiry or proposal. Neither the Company nor the Stockholder any Stockholders shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company or afford access to any of the books, records or other properties of the Company to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal.

Proposals; Other Offers. Prior to the Closing Date, neither the Company Seller nor the Stockholder GNet shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of the capital stock Worldwide Stock or all the Business or any part of the assets Assets (except in the ordinary course of business) or the business ). Each of the Company. The Company Seller and GNet shall promptly notify the Purchaser upon its receipt or other knowledge of any such request, inquiry or proposal. Neither the Company Seller nor the Stockholder GNet shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company Seller or afford access to any of the books, records or other properties of the Company Seller to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal.

Proposals; Other Offers. Prior to the Closing Date, neither the ----------------------- Company nor the Stockholder any Interestholder shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of the capital stock or all or any part of the assets Assets (except in the ordinary course of business) or the business of the CompanyBusiness. The Company and each Interestholder shall promptly notify the Purchaser Xceed upon its receipt or other knowledge of any such request, inquiry or proposal. Neither the Company nor the Stockholder any Interestholder shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company or afford access to any of the books, records or other properties of the Company to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal.

Proposals; Other Offers. Prior to the Closing Date, neither the Company nor the Stockholder Stockholders shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of the capital stock or all or any part of the assets (except in the ordinary course of business) or the business of the Company. The Company shall promptly notify the Purchaser THINK upon its receipt or other knowledge of any such request, inquiry or proposal. Neither the Company nor the Stockholder Stockholders shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company or afford access to any of the books, records or other properties of the Company to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal.

Proposals; Other Offers. Prior to the Closing Date, neither the ----------------------- Company nor the Stockholder Members shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of the capital stock units of Company Membership Interest or all or any part of the assets (except in the ordinary course of business) or the business of the Company. The Company shall promptly notify the Purchaser Xceed upon its receipt or other knowledge of any such request, inquiry or proposal. Neither the Company nor the Stockholder Members shall, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to the Company or afford access to any of the books, records or other properties of the Company to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal.