Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoing.
Appears in 3 contracts
Samples: Contribution and Voting Agreement (Wirta Raymond E), Contribution and Voting Agreement (White W Brett), Contribution and Voting Agreement (Koll Donald M)
Exclusivity. Prior Other than transfers and assignments of Commitments that are made in accordance with this Agreement and except as set out in Exhibit D hereto, no Investor and none of such Investor’s Affiliates shall (i) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) with any other potential investor or acquiror or group of investors or acquirors or any of their respective representatives or Affiliates with respect to the earlier subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the Contribution Closing assets of the Company or any of its Subsidiaries) or do, anything which is inconsistent with the provisions of this Agreement or the Transactions; (ii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, its Company Shares against the approval of the Merger Agreement or any the transactions as contemplated thereby; (iii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company or any of its Subsidiaries (including any transaction that involves a material portion of the assets of the Company or any of its Subsidiaries); (iv) (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein, other than (x) its Rollover Shares or securities of the Company convertible or exchanged from the Rollover Shares or (y) securities of the Company granted pursuant to the Company’s existing equity incentive plans or issuable upon exercise or settlement of the equity incentive awards granted by the Company under its existing equity incentive plans pursuant to the terms thereof, or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (v) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vi) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; (vii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.12(i) to Section 2.12(vi). This Section 2.12 shall continue to apply (a) to each Failing Investor for a period of one (1) year following the date that it becomes a Failing Investor and (b) to each Investor other than the Failing Investors until the later to occur of (i) the one-year anniversary of the date of this Agreement (which may be extended as jointly agreed by all Parties) and (ii) the termination of this AgreementAgreement in accordance with the terms hereof, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer provided that with respect toto this sub-section (b), this Section 2.12 shall in any event terminate at the Effective Time; provided that in any event this Section 2.12 shall not apply to agreements, arrangements, understandings or a transaction discussions between an Investor and its Permitted Transferees; and provided further that notwithstanding anything to effectthe contrary herein, a mergerfollowing the termination of this Agreement with respect to any Non-Consenting Investor pursuant to Section 2.4.1, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets foregoing clauses (including without limitation stock of its subsidiariesiv) and (v) of CBRE this Section 2.12 shall cease to apply to such terminated Non-Consenting Investor. Each Rollover Investor hereby waives any and all of his/her/its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result dissenter’s rights in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than connection with the Transactions (with respect to any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject and all Rollover Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party it/him/her (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any rights under Section 238 of the foregoingCompanies Act (as defined under the Support Agreement)).
Appears in 3 contracts
Samples: Interim Investors Agreement (Evenstar Capital Management LTD), Interim Investors Agreement (General Atlantic, L.P.), Interim Investors Agreement (Fang Holdings LTD)
Exclusivity. Prior Seller hereby agrees that from the date hereof until the termination of this Agreement or the Closing, neither Seller nor any Subsidiary of Seller nor any of their respective officers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (collectively, the “Representatives”) will, directly or indirectly assist any party to solicit, encourage, initiate, entertain, review, accept, execute, support, approve or participate in any negotiations, agreements or discussions with respect to any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, to, directly or indirectly, (a) invest in, or acquire, Seller or any Subsidiary of Seller (or any of Seller’s or such Subsidiary’s equity interests or any portion thereof), whether by purchase of assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or otherwise, (b) liquidation, dissolution or recapitalization of Seller or any Subsidiary of Seller; (c) any merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of securities or assets of Seller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction or business combination involving the earlier University, Seller, or any Subsidiary of Seller or any of their businesses or assets (collectively, any of the Contribution foregoing being a “Competing Proposed Transaction”). On the Effective Date, Seller and its Representatives shall immediately cease and shall cause to be terminated all existing discussions or negotiations with any parties (other than Buyer or its Affiliates) conducted heretofore. Through the Closing Date or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliSeller agrees to notify Buyer immediately if any offer, each indication of the Investors interest or proposal (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers formal or directors of CBREinformal, if applicable) will (i) notoral, directly written or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesotherwise), or any purchase inquiry or sale contact with any person with respect thereto, regarding a Competing Proposed Transaction is made to any of 20% them or more their Representatives, including the identity of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE proposing person and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result terms thereof; provided that this provision shall not in any person way be deemed to limit the obligations of or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, their respective Representatives set forth in the case first sentence of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingthis paragraph.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement
Exclusivity. Prior to From and after the date of this Agreement and ending on the earlier of the Contribution Closing Date or the termination of date this AgreementAgreement is terminated pursuant to Section 9.1 (the “Exclusivity Period”), unless otherwise mutually agreed in writing by BLUM Seller (including, without limitation, for this purpose its officers, directors, representatives, affiliates, employees and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicableagents) will (i) not, directly or indirectly, makesolicit, participate induce, facilitate, respond to (other than to advise such party of Seller’s obligations hereunder), initiate, engage in or agree enter into discussions or negotiations with, or encourage, or provide any information to, any Person concerning any sale, exclusive license or initiateother form of disposition of any Acquired Assets (other than sales of Acquired Products in the ordinary course of Seller’s and its Subsidiaries’ business) or any transaction involving the Acquired Business similar to any of the transactions contemplated by this Agreement (an “Acquisition Proposal”). During the Exclusivity Period, solicit, encourage neither Seller nor such designated persons will enter into any Contracts or knowingly facilitate make any inquiries commitments to do or in connection with any of the making offoregoing. For the purpose of this Section 5.13, any proposal license of significant Intellectual Property Assets outside the ordinary course of Seller’s and its Subsidiaries’ operation of the Acquired Assets or offer with respect to, Acquired Business shall be considered a disposition of Acquired Assets or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or Acquired Business. Seller represents that neither it nor any of its subsidiariesemployees, agents, representatives, directors or affiliates is party to or bound by any Contract with respect to any such transaction regarding the disposition of all or a portion of the Acquired assets or Acquired Business other than as contemplated by this Agreement. If Seller or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, such designated person receives an Acquisition Proposal or any purchase request for non-public information relating to any Acquired Assets or sale ofthe Acquired Business, or tender or exchange offer for, the equity securities Seller shall promptly notify Purchaser of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party request (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any identity of the foregoingPerson making, and the terms of, such Acquisition Proposal or request), subject to any confidentiality obligations existing as of the date hereof.
Appears in 3 contracts
Samples: Registration Rights Agreement (Netlogic Microsystems Inc), Agreement for the Purchase and Sale of Assets (Cypress Semiconductor Corp /De/), Registration Rights Agreement (Cypress Semiconductor Corp /De/)
Exclusivity. Prior to The Sellers shall not (and the earlier Sellers shall not allow any of the Contribution Closing Eldorado Entities or the termination any of this Agreementtheir directors, unless otherwise mutually agreed in writing by BLUM officers, employees, agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and Freeman Spogliaccountants to (collectively, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable"Representatives")) will (i) not, directly or indirectly, maketake any of the following actions: (i) solicit, participate in initiate, facilitate or agree toknowingly encourage, or initiate, solicit, encourage or knowingly facilitate furnish information with respect to any inquiries of the Eldorado Entities or the making ofBusiness in connection with, any inquiry, proposal or offer from any Person with respect to, or a transaction to effect, a any merger, reorganization, share exchange, consolidation, consolidation or other business combination, recapitalization, liquidation, dissolution combination or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction acquisition (other than the Transactionstransaction contemplated in this Agreement) being hereinafter referred to as involving any of the Eldorado Entities or the acquisition of all or a substantial portion of the assets of, or any securities of, any of the Eldorado Entities or any tender offer or exchange offer (an "Competing Acquisition ProposalTransaction"), ; (ii) vote negotiate, discuss, explore or consent (otherwise communicate or cause cooperate in any way with any third party with respect to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, Transaction; (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent or understanding with respect to an Acquisition Transaction or requiring any of the Sellers and/or any of the Eldorado Entities to abandon, terminate or refrain from consummating the transactions contemplated in this Agreement; or (iv) make or authorize any statement, recommendation or solicitation in support of any Acquisition Transaction. Notwithstanding the foregoing, the Sellers shall have the right to advise any person with whom they are engaged in discussions or negotiations relating to a potential Acquisition Transaction that the Sellers have entered into exclusive negotiations regarding the sale of the Securities, provided that they shall not disclose the proposed Purchase Price or the identity of Buyer. The Sellers shall, and shall cause their Representatives to, notify Buyer promptly after (and in any event no later than 24 hours) receipt of any written inquiry, offer or proposal with respect to an Acquisition Transaction, including information as to the identity of the party or offeror making such inquiry, offer or proposal.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Headwaters Inc), Securities Purchase Agreement (Headwaters Inc)
Exclusivity. Prior to Sellers and the earlier Subsidiaries shall not, nor shall they authorize or permit any of the Contribution Closing or the termination of this Agreementtheir directors, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors employees to, and Sellers and the Subsidiaries shall use their reasonable best efforts to cause any investment banker, financial advisor, services provider, consultant, attorney, accountant or other representative acting on behalf of CBRE, if applicable) will (i) notit or any of its subsidiaries not to, directly or indirectly, make(i) solicit, participate in initiate or agree toencourage (including by way of furnishing information), or initiateknowingly take any other action designed to facilitate, solicit, encourage or knowingly facilitate any inquiries or the making ofof any proposal that constitutes a Seller Acquisition Proposal (as defined below) or (ii) participate in any negotiations or discussions regarding any Seller Acquisition Proposal. For purposes of this Agreement, “Seller Acquisition Proposal” means any bona fide inquiry, proposal or offer with respect tofrom any person relating to (i) any direct or indirect acquisition or purchase of any assets or business that constitutes 10% or more of the net revenues, net income or the assets of the Business, (ii) any direct or indirect acquisition or purchase of 10% or more of any class of voting securities of any Subsidiary, or a transaction to effect, a (iii) any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiariesSubsidiary, in each case other than the Transactions transactions contemplated by this Agreement. In addition, Sellers and the Subsidiaries shall as promptly as practicable advise Globalstar, orally and in writing, of any request for information or of any Seller Acquisition Proposal (and in any case within 24 hours of such request or the receipt of such Seller Acquisition Proposal), the principal terms and conditions of such request or Seller Acquisition Proposal and the identity of the person making such request or Seller Acquisition Proposal. Sellers and Subsidiaries shall keep Globalstar informed of the status and details (including amendments or proposed amendments) of any such proposal, offer request or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Seller Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoing.as promptly as practicable
Appears in 2 contracts
Samples: Partnership Interest Purchase Agreement (Globalstar, Inc.), Partnership Interest Purchase Agreement (Loral Space & Communications Inc.)
Exclusivity. Prior to From the date of this Agreement until the earlier of the Contribution Closing or the termination of this AgreementAgreement in accordance with its terms or the Closing, unless Seller shall not, and shall not permit or cause any of their respective Affiliates, officers, managers, members, directors, employees, investment bankers, consultants, advisors, other agents and Representatives (collectively, “Seller Representatives”), to directly or indirectly, (a) sell or otherwise mutually agreed transfer any equity interests in writing by BLUM and Freeman Spoglithe Company, each all or a material portion of the Investors assets or the properties (including the Property) of the Company (other than inventory in thexx xndivixxxx xxxxxxxxxs as stockholders the Ordinary Course of CBRE and not in their capacities as officers Business), or directors enter into any agreement to sell or otherwise transfer such an equity interest or all or a material portion of CBREsuch assets or properties, if applicable(b) will (i) nottake any action to solicit, initiate, entertain, negotiate, accept or discuss, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer to acquire all or any significant part of the Company or any of its assets, whether by merger, sale of equity interests, joint venture, business combination, sale of assets or real estate or a sale-leaseback, reorganization, recapitalization, share exchange, liquidation, dissolution or otherwise (each, an “Acquisition Proposal”), (c) disclose or provide any nonpublic information relating to the Company (including this Agreement) in connection with an Acquisition Proposal, (d) afford access to a transaction data room, the properties, books or records of the Company to any third party that has made or is reasonably believed by Seller to be contemplating any Acquisition Proposal, or (e) otherwise cooperate with, or knowingly assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person (other than Acquirors or its respective Representatives) with respect to, or which would reasonably be likely to lead to, an Acquisition Proposal. Seller shall and shall cause Seller Representatives to promptly cease and cause to be terminated all discussions and negotiations, if any, which have taken place prior to the date hereof with respect to any Acquisition Proposal. Notwithstanding anything herein to the contrary, if Seller, any of its Subsidiaries or any of their respective representatives receives an inquiry, proposal or offer from any Person or group relating to any transaction other than an Acquisition Proposal, including a transaction to effectsale, a purchase, merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution combination or similar other transaction involving CBRE Seller or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Subsidiaries (other than the TransactionsCompany) being hereinafter referred (a “Separate Proposal”), then Seller, any of its Subsidiaries (including the Company) and any of the representatives of any of the foregoing, as applicable, may (i) furnish any information and other access to as a "Competing Acquisition Proposal")any Person making such Separate Proposal and any of its representatives, (ii) vote engage in discussions or consent (negotiations with any Person making such Separate Proposal and any of its representatives or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingtransaction relating to such Separate Proposal.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Golden Entertainment, Inc.), Equity Purchase Agreement
Exclusivity. Prior to the earlier In consideration of the Contribution Closing substantial expenditure of time and effort to be undertaken by Ralcorp Holdings, Inc. (“Ralcorp”) and its representatives in connection with this letter agreement and the proposed Acquisition, AIPC hereby undertakes and agrees that without the prior written consent of Ralcorp, prior to June 30, 2010 (the “Termination Date”), neither AIPC nor any of its direct or indirect subsidiaries, employees, officers, directors, affiliates or representatives shall engage in any Business Combination (as defined below) other than the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors Acquisition contemplated hereby (in thexx xndivixxxx xxxxxxxxxs any such other Business Combination is referred to as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicablean “Alternative Transaction”) will (i) notor, directly or indirectly, make(A) solicit, participate in or agree to, or initiate, solicit, assist or encourage (including by way of furnishing non-public information) or knowingly take any other action to facilitate any inquiries or the making of, of any proposal that constitutes, or offer may reasonably be expected to lead to, an Alternative Transaction, or (B) participate in any discussions or negotiations regarding an Alternative Transaction. AIPC and its direct or indirect subsidiaries, employees, officers, directors, affiliates, and representatives shall cease all discussions and negotiations with respect toto any Alternative Transaction and will immediately inform Xxxxxxx in the event any Alternative Transaction proposal is made. For purposes hereof, or a transaction to effect, a “Business Combination” means any (x) merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution joint venture or similar transaction involving CBRE relating to AIPC or any of its subsidiariessubsidiaries (or any part thereof), or (y) any purchase sale or sale of 20% or more other disposition of the consolidated assets (including without limitation capital stock of its subsidiariesor other equity interests (or securities convertible into, or exercisable or exchangeable for capital stock or other equity interests) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) AIPC or any of its subsidiariessubsidiaries (or any part thereof), excluding the exercise of outstanding awards under AIPC’s Equity Incentive Plan or sales under AIPC’s 401(k) Plan or (z) any sale, dividend or other disposition of any assets of properties of AIPC or any of its subsidiaries (or any part thereof), other than in each case the ordinary course of business, other than immaterial assets and other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) sale of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX AIPC’s Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingXxxxx® brand.
Appears in 2 contracts
Samples: American Italian Pasta Co, Ralcorp Holdings Inc /Mo
Exclusivity. Prior Until such time, if any, as this Agreement is terminated pursuant to Article XI, each of Parent, Seller and the Company agrees that it shall not, and shall cause the Subsidiaries and the Affiliates, directors, officers, employees, direct and indirect equity holders and representatives of Parent, Seller, the Company and the Subsidiaries not to directly or indirectly solicit, initiate or knowingly encourage any inquiries or proposals from, discuss or negotiate with, provide any information to, or consider the merits of any inquiries or proposals from, any Person (other than Buyer) relating to any Acquisition Proposal other than a Permitted Acquisition Proposal. Parent, the Company and Seller shall, and shall cause their Affiliates, direct and indirect equity holders, and representatives to, immediately cease any such discussions or negotiations related to any Acquisition Proposal currently in progress with any Person other than Buyer and shall cease providing any such Person information regarding Parent, Seller, the Company, or any Subsidiary. As soon as reasonably practicable (and in any event within one Business Day) after receipt by Parent, Seller, the Company or any of the Subsidiaries (including through a notification by its representatives) of any Acquisition Proposal or any request for information or inquiry which it reasonably believes could lead to an Acquisition Proposal, Seller shall provide Buyer with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, the identity of the Person making any such Acquisition Proposal, request or inquiry and a copy of such proposal, request or inquiry, if in writing (or, where such proposal, request or inquiry was not in writing, a description of the terms of such proposal, request or inquiry), and any written material submitted in connection with such proposal, request or inquiry. Notwithstanding the foregoing, until the earlier of (i) the Contribution Closing or and (ii) the termination of this Agreement pursuant to Article XI, neither Parent, Seller nor the Company shall enter into, or cause the Subsidiaries to enter into, any definitive agreement with respect to a Permitted Acquisition Proposal without Buyer's prior written consent, which shall not be unreasonably withheld to the extent that such transactions would not materially interfere with the consummation of the transactions contemplated by this Agreement or any Seller Ancillary Agreement. Without limiting any of the terms, conditions, or rights provided for in this Agreement, unless otherwise mutually agreed in writing by BLUM Parent, Seller and Freeman Spogli, each the Company acknowledge and agree that Buyer shall have the right to seek specific performance of the Investors provisions of this Section 6.5 pursuant to the terms and conditions of Section 11.3(d). Each of Parent, Seller and the Company acknowledge and agree that any violation of (A) the restrictions set forth in thexx xndivixxxx xxxxxxxxxs as stockholders this Section 6.5 by any of CBRE and not in their capacities as officers respective Affiliates, directors, officers, employees, direct or directors of CBRE, if applicable) will (i) not, directly indirect equity holders or indirectly, make, participate in or agree torepresentatives, or initiatethe Subsidiaries, solicitor (B) Section 1.1 or 2.1 (Exclusivity), encourage or knowingly facilitate as applicable, of any inquiries Equity Holder Agreement by any Affiliate of Parent, Seller, or the making ofCompany party thereto, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) such Person is purporting to act on behalf of stockholders of CBREParent, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman SpogliSeller, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreementCompany or otherwise, xxxxxxxxxx xx arrangement that is inconsistent with any shall be deemed a breach of the foregoingthis Section 6.5.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Amc Entertainment Inc), Unit Purchase Agreement (Marquee Holdings Inc.)
Exclusivity. Prior (a) During the Interim Period, and in all cases subject to Section 5.1, the earlier of the Contribution Closing or the termination of this AgreementCompany shall not, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, shall cause its Representatives and each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and Company Subsidiary not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or initiate, : (i) solicit, initiate or take any action to facilitate or encourage or knowingly facilitate any inquiries or the making making, submission or announcement of, any proposal or offer with respect from any Person or group of Persons other than Parent and Parent Sponsor (and their respective Representatives, acting in their capacity as such) (a “Competing Buyer”) that may constitute, or could reasonably be expected to lead to, a Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Competing Buyer regarding a transaction Competing Transaction; (iii) furnish (including through any virtual dataroom) any information relating to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE any Group Company or any of its subsidiariesassets or businesses, or afford access to the assets, business, properties, books or records of any purchase Group Company to a Competing Buyer, for the purpose of assisting with or sale facilitating, or that could otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Transaction; (v) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of 20% intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or more other written arrangement relating to any Competing Transaction or any proposal or offer that would reasonably be expected to lead to a Competing Transaction, or publicly announce an intention to do so; or (vi) resolve or agree to do any of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, foregoing or any purchase otherwise authorize or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or permit any of its subsidiaries, in each case other than the Transactions (Representatives acting on its behalf to take any such proposalaction. The Company shall, offer and shall direct its Affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or transaction (other than negotiations with any Person conducted heretofore with respect to any Competing Transaction. The parties agree that any violation of the Transactionsrestrictions set forth in this Section 5.18(a) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote by the Company or consent (its Affiliates or cause Representatives shall be deemed to be voted or consented), in person or a breach of this Section 5.18(a) by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leo Holdings Corp. II), Agreement and Plan of Merger (Leo Holdings III Corp.)
Exclusivity. Prior to From and after the earlier of the Contribution Closing or the termination of this Agreementdate hereof, unless otherwise mutually agreed in writing by BLUM Seller shall not, and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and shall cause its Affiliates not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (a) initiate, solicit, encourage facilitate, encourage, discuss, negotiate or knowingly facilitate accept any inquiries inquiries, proposals or offers with respect to (i) the making ofacquisition, in a single transaction or a series of related transactions, of any of the outstanding shares of any class or series of equity securities or debt securities of Seller, the Company or any of its Subsidiaries or any interests therein, (ii) the acquisition (or any lease, license, long-term supply agreement or other arrangement having the same economic effect as an acquisition), in a single transaction or a series of related transactions, of a material portion of the assets and properties of Seller, the Company or any of its Subsidiaries or interests therein (on a consolidated basis), (iii) the merger, consolidation or combination of Seller, the Company or any of its Subsidiaries or (iv) the recapitalization, restructuring, reorganization, liquidation, dissolution or other extraordinary transaction with respect to Seller, the Company or any of its Subsidiaries (each of the foregoing in clauses (i) through (iv), an “Acquisition Transaction”), or (b) enter into any contract or agreement concerning or relating to an Acquisition Transaction, in each case with a party other than Buyer or an Affiliate of Buyer. In the event that Seller receives an inquiry, proposal or offer with respect to an Acquisition Transaction on or after the date hereof and prior to the Closing, or obtains information that such an inquiry, proposal or offer is likely to be made, Seller shall provide Buyer with immediate notice thereof, which notice shall include the terms of, and the identity of the person or persons making, such inquiry, proposal or offer. Seller shall, and shall cause its Affiliates to, immediately terminate any and all discussions or negotiations with any third party with respect to, or a transaction that could reasonably be expected to effectlead to, a mergeran Acquisition Transaction. Prior to the Closing, reorganizationSeller shall not transfer, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution dispose of or similar transaction involving CBRE put an Encumbrance on the equity securities of the Company or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingSubsidiaries.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (POSITIVEID Corp)
Exclusivity. Prior to (a) During the earlier Pre-Closing Period, the Osmotica Shareholders, Osmotica and New HoldCo shall not, and shall cause their respective subsidiaries not to, and shall not permit any of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notrespective Representatives to, directly or indirectly, make(i) discuss, participate in negotiate, undertake, authorize, recommend, propose or agree to, or initiate, solicit, encourage or knowingly facilitate enter into any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, involving a merger, reorganizationconsolidation, share exchange, consolidation, business combination, recapitalizationpurchase or disposition of any securities, liquidation, dissolution or similar transaction involving CBRE the purchase or disposition of a material portion of the assets of any of the Osmotica Companies or New HoldCo or any capital stock of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, Osmotica Companies or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case New HoldCo other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing an “Osmotica Acquisition Proposal"Transaction”), (ii) vote knowingly facilitate, knowingly encourage, solicit or consent initiate discussions, negotiations or submissions of proposals or offers in respect of an Osmotica Acquisition Transaction, (iii) furnish or cause to be voted or consented)furnished, in to any person or by proxyentity, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual information concerning the business, operations, properties or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose assets of any shares of CBRE Common Stock beneficially owned by such party (includingthe Osmotica Companies or New HoldCo in connection with an Osmotica Acquisition Transaction, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent letter of intent, term sheet or other documentation with respect to any Osmotica Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, knowingly facilitate or knowingly encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing. The Osmotica Shareholders, Osmotica and New HoldCo shall, and shall cause their respective subsidiaries and Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any person (other than the Osmotica Shareholders and Osmotica) conducted heretofore with respect to any of the foregoing. Osmotica shall inform Vertical/Trigen of the identity of any person making any inquiry, proposal, or offer with respect to an Osmotica Acquisition Transaction within one Business Day of receiving or becoming aware of any such inquiry, proposal, or offer, along with the material terms, conditions, and other aspects of such inquiry, proposal, or offer (including a copy of any written materials received from such person making such inquiry, proposal, or offer).
Appears in 2 contracts
Samples: Business Combination Agreement (Osmotica Pharmaceuticals PLC), Business Combination Agreement (Osmotica Pharmaceuticals LTD)
Exclusivity. Prior to From the date of this Agreement until the earlier of the Contribution Closing or the termination of this AgreementAgreement and the Closing Date, unless otherwise mutually agreed in writing by BLUM Sellers shall not (and Freeman SpogliSellers shall cause the Acquired Company Entities and their respective officers, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and directors, representatives or Affiliates not in their capacities as officers to) directly or directors of CBRE, if applicable) will indirectly (i) notsolicit, directly initiate, or indirectlyknowingly encourage the submission of any inquiry, makeproposal or offer from any third party relating to any direct or indirect, merger, consolidation, reorganization, acquisition of any equity interests in, or all or substantially all of the assets (other than for sales of assets in the Ordinary Course of Business) of, the Acquired Company Entities (including any acquisition structured as a merger, consolidation or exchange) (any such proposal or offer, an “Acquisition Proposal”), (ii) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to furnish any information with respect to, any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement with any third party relating to any Acquisition Proposal or (v) resolve to propose or agree to do any of the foregoing. Without limiting the generality of the foregoing, Sellers shall and shall cause the Acquired Company Entities to, and shall cause their respective officers, directors, representatives and Affiliates to, (A) immediately cease and cause to be terminated any existing activities, including discussions or initiatenegotiations with any Person, solicitconducted prior to the date hereof with respect to any Acquisition Proposal, encourage or knowingly facilitate other than Purchaser under this Agreement, and (B) promptly notify Purchaser in writing of any inquiries or the making of, of any proposal that constitutes or offer with respect tocould be expected to lead to an Acquisition Proposal made to Sellers or Xxxxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxx, Xxx Xxxxxxxxx, or Xxxx Xxxxxxxxx and provide to Purchaser a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution copy of such inquiry or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE thatproposal, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingwriting.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.)
Exclusivity. Prior to (a) During the earlier Exclusivity Period, the Company will not, nor will it authorize or permit any of the Contribution Closing its officers, directors, Affiliates or the termination of this Agreementemployees, unless otherwise mutually agreed in writing or any investment banker, attorney or other advisor or representative retained by BLUM and Freeman Spogliit to, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers directly or directors of CBRE, if applicable) will indirectly (i) notsolicit, directly initiate or indirectlyinduce the making, makesubmission or announcement of any Acquisition Proposal, (ii) participate in any discussions or agree negotiations regarding, or furnish to any person any non-public information with respect to, or initiate, solicit, encourage or knowingly take any other action to facilitate any inquiries or the making ofof any proposal that constitutes, or may reasonably be expected to lead to, any proposal or offer 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 Acquisition Proposal. The Company and its Subsidiaries 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 a transaction negotiations with any parties conducted heretofore with respect to effectany Acquisition Proposal. Without limiting the foregoing, a mergerit is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution director or similar transaction involving CBRE employee of the Company or any of its subsidiaries, Subsidiaries or any purchase investment banker, attorney or sale of 20% other advisor or more representative of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Company or any of its subsidiariesSubsidiaries, which violation was known to the Company’s management and not ceased immediately thereafter, shall be deemed to be a breach of this Section 6.4 by the Company. Notwithstanding any provision in each case other than this Section 6.4 to the Transactions (contrary, the Company shall be entitled to engage in discussions with potential investors who are not strategic investors regarding debt or equity funding, but the Company shall not consummate any such proposal, offer or funding transaction (other than until the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingExclusivity Period has expired.
Appears in 2 contracts
Samples: Loan Agreement (Mri Interventions, Inc.), Loan Agreement (Surgivision Inc)
Exclusivity. Prior to From the earlier of Effective Date until the Contribution Closing or the earlier termination of this AgreementAgreement in accordance with Article VIII, unless otherwise mutually agreed in writing by BLUM Seller Parties shall not (and Freeman Spoglishall cause the Group Companies and its and their respective managers, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE officers, directors, stockholders, Representatives, agents, investment bankers and Affiliates not in their capacities as officers or directors of CBRE, if applicable) will (i) notto), directly or indirectly, makediscuss, participate in or agree to, or initiatepursue, solicit, initiate, participate in, facilitate, encourage or knowingly facilitate otherwise enter into any inquiries discussions, negotiations, agreements or the making of, any proposal other arrangements regarding or offer with respect which could lead to, a possible sale or a transaction to effect, a other disposition (whether by merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution recapitalization or similar transaction involving CBRE otherwise) of all or any part of the Ownership Interests, the Business or the Assets of any Group Company with any other Person other than the Buyer or its subsidiariesAffiliates (an “Acquisition Proposal”) or provide any information to any Person other than the Buyer and its Affiliates, and their Representatives other than information which is traditionally provided in the Ordinary Course of Business of the Group Companies to third parties where the Group Companies and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any Acquisition Proposal. None of the Ownership Interests of any Group Company or otherwise shall be voted in favor of any Acquisition Proposal. Seller Parties shall (and shall cause the Group Companies and its and their respective managers, officers, directors, Representatives, agents, investment bankers and Affiliates to), (a) immediately cease and cause to be terminated any and all Contracts, discussions and negotiations with any Person other than the Buyer and its Affiliates and Representatives regarding the foregoing, (b) promptly notify the Buyer if any Acquisition Proposal, or any purchase inquiry or sale of 20% or more contact with any Person with respect thereto which has been made as of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesEffective Date or is subsequently made, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (ivc) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent keep the Buyer fully informed with any respect to the status of the foregoing. Seller Parties agree not to (and to cause the Group Companies not to), without the prior consent of the Buyer, release any Person from, or waive any provision of, any standstill agreement or confidentiality agreement to which any Group Company is a party or is otherwise bound.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.), Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)
Exclusivity. Prior to From the earlier date hereof until the earliest of (a) the Contribution Closing Date or the termination of (b) such date on which this Agreement, unless otherwise mutually agreed Agreement is validly terminated in writing by BLUM and Freeman Spogliaccordance with Article IX, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE Seller and not in their capacities as officers or directors of CBRE, if applicable) its Subsidiaries and its Affiliates will (i) not, directly or indirectly, make, participate in or agree to, or initiate, indirectly (i) solicit, encourage initiate or knowingly facilitate any inquiries or accept the making of, submission of any proposal or offer from any Person relating to the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets or (ii) participate in any discussions or negotiations regarding the acquisition of any Seller, its respective Subsidiaries or the Assumed Platform Assets or furnish any confidential or proprietary information with respect tothereto to any Person who would reasonably be expected to submit any proposal or offer relating to the acquisition of any Seller, its respective Subsidiaries or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Assumed Platform Assets (other than the TransactionsBuyer or its authorized Representatives). Each Seller, its Subsidiaries and its Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) being hereinafter referred heretofore conducted, or the provision of any confidential or proprietary information to as a "Competing Acquisition Proposal"), any Person (iiother than the Buyer or its authorized Representatives) vote to which confidential or consent (or cause to be voted or consented)proprietary information heretofore has been provided, in person each case, with respect to any discussions or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose negotiations regarding the acquisition of any shares Seller, its respective Subsidiaries or the Assumed Platform Assets. Each Seller shall promptly notify the Buyer upon receipt of CBRE Common Stock beneficially owned by such party (includingany bid, without limitationoffer or proposal it receives with respect to any Seller, in its respective Subsidiaries or the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into Assumed Platform Assets or any agreement, xxxxxxxxxx xx arrangement that is other transaction inconsistent with any of the foregoingtransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Colony Financial, Inc.)
Exclusivity. Prior From the date of this Agreement until the Closing Date, neither Seller nor any of Seller’s Representatives will directly or indirectly: (i) solicit, encourage, initiate, review, accept, support, approve or participate in any negotiations or discussions with respect to the earlier any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the Contribution Closing Assets or the termination Business, whether by purchase of this Agreementassets, unless otherwise mutually agreed in writing by BLUM and Freeman Spogliexclusive license, joint venture formation, strategic partnership or other alliance formation (each of the Investors foregoing, an “Acquisition Proposal”), (in thexx xndivixxxx xxxxxxxxxs as stockholders ii) disclose any information not customarily disclosed to any Person concerning the Assets and which could reasonably be used for the purposes of CBRE and not in their capacities as officers formulating any Acquisition Proposal, (iii) assist, cooperate with, facilitate or directors of CBRE, if applicable) will (i) not, directly or indirectly, encourage any Person to make, participate in any discussions or agree negotiations with any Person with respect to, or initiate, solicit, encourage or knowingly 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, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of Seller’s Representatives to take any such action. Upon the execution of this Agreement, Seller shall cease, and shall cause its Representatives to cease, immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by Seller or its Representatives be returned. From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement, Seller shall notify Buyer as promptly as practicable (and in any event within two (2) Business Days) of the receipt of any proposal or offer with respect to(formal or informal, oral, written or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesotherwise), or any purchase inquiry or sale contact with any Person with respect thereto, regarding any Acquisition Proposal or of 20% or more any request for information in connection with a potential Acquisition Proposal. Seller shall instruct each of its Representatives to observe the terms of this Section 7.7. Without limiting the foregoing, it is understood that any violation of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesrestrictions set forth in this Section 7.7 by any Representative, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned such Person is purporting to act on behalf of Seller or postponed meeting) otherwise, shall be deemed to be a breach of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoing.this Section 7.7
Appears in 2 contracts
Samples: Escrow Agreement, Asset Purchase Agreement (Cafepress Inc.)
Exclusivity. Prior to From the earlier date hereof until the earliest of (a) the Contribution Closing Date or (b) such date on which this Agreement is validly terminated in accordance with Article X, the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM Seller and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE its Subsidiaries and not in their capacities as officers or directors of CBRE, if applicable) Affiliates will (i) not, directly or indirectly, make, participate in or agree to, or initiate, indirectly (i) solicit, encourage initiate or knowingly facilitate any inquiries or accept the making of, submission of any proposal or offer from any Person relating to the acquisition of the Seller, its Subsidiaries or the Acquired Properties or (ii) participate in any discussions or negotiations regarding the acquisition of the Seller, its Subsidiaries or the Acquired Properties or furnish any confidential or proprietary information with respect to, thereto to any Person who would reasonably be expected to submit any proposal or a transaction offer relating to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more the acquisition of the consolidated assets (including without limitation stock of Seller, its subsidiaries) of CBRE and its subsidiaries, taken as a whole, Subsidiaries or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Acquired Properties (other than the TransactionsBuyer or its authorized Representatives). The Seller and its Subsidiaries and Affiliates will promptly cease any existing discussions or negotiations with any Persons (other than the Buyer and its authorized Representatives) being hereinafter referred heretofore conducted, or the provision of any confidential or proprietary information to as a "Competing Acquisition Proposal"), any Person (iiother than the Buyer or its authorized Representatives) vote to which confidential or consent (or cause to be voted or consented)proprietary information heretofore has been provided, in person each case, with respect to any discussions or by proxynegotiations regarding the acquisition of the Seller, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual its Subsidiaries or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose the Acquired Properties. The Seller shall promptly notify the Buyer upon receipt of any shares of CBRE Common Stock beneficially owned by such party (includingbid, without limitationoffer or proposal it receives with respect to the Seller, in its Subsidiaries or the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into Acquired Properties or any agreement, xxxxxxxxxx xx arrangement that is other transaction inconsistent with any of the foregoingtransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Colony Financial, Inc.), Asset Purchase Agreement (Colony Financial, Inc.)
Exclusivity. Prior to (a) From the date of this Agreement and ending on the earlier of (i) the Contribution Closing or and (ii) the termination of this AgreementAgreement in accordance with Section 9.01, unless otherwise mutually agreed in writing by BLUM the Company shall not, and Freeman Spogli, each of shall cause the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE Company Subsidiaries and its and their respective Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make(A) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or encourage (including by way of furnishing non-public information) or respond to or facilitate any inquiries, offers or proposals (written or oral) by, or participate in any negotiations with, or agree provide any information to, or initiate, solicit, encourage or knowingly facilitate otherwise cooperate in any inquiries or the making ofway with, any proposal person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any direct or indirect sale or purchase, in a single transaction or a series of related transactions, of any assets of the Company or any of the Company Subsidiaries or any shares, capital stock or other equity securities of the Company or any of the Company Subsidiaries, whether by way of merger, conversion, consolidation, purchase or issuance of equity securities, liquidation, dissolution, initial public offering, tender offer or other similar transaction involving the Company or any of the Company Subsidiaries (an “Alternative Transaction”), other than with the other Parties and their respective Representatives, (B) enter into any agreement regarding, continue or otherwise knowingly participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction, (C) enter into any contract or other arrangement or understanding regarding an Alternative Transaction, (D) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, I approve, endorse or recommend, or propose publicly to approve, endorse or recommend an Alternative Transaction, (E) prepare or take any steps in connection with a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution public offering of any Equity Interests of the Company or any of the Company Subsidiaries or (F) amend or grant any waiver or release under any standstill or similar transaction involving CBRE agreement with respect to any class of Equity Interests of the Company or any of the Company Subsidiaries; provided that the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions shall not be deemed a violation of this Section 7.04(a). The Company shall, and shall cause the Company Subsidiaries and its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. If the Company or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) subsidiaries or any of its subsidiariesor their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in each case other no event later than three (3) Business Days after the Company becomes aware of such inquiry or proposal) notify such Person in writing that such Party is subject to an exclusivity agreement with respect to the Transactions that prohibits such Party from considering such inquiry or proposal and notify Parent of the receipt of an Alternative Transaction including a summary of the material terms and conditions of such Alternative Transaction, unless the Company is bound by a previously executed confidentiality agreement that prohibits such disclosure (any such proposalin which case, offer or transaction (other than the Transactions) being hereinafter referred Company will use reasonable best efforts to as seek a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose waiver of any shares applicable confidentiality restrictions). Without limiting the foregoing, Company agrees that any violation of CBRE Common Stock beneficially owned the restrictions set forth in this Section 7.04(a) by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with it or any of the foregoingCompany Subsidiaries or its or their respective affiliates or Representatives shall be deemed to be a breach of this Section 7.04(a) by the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Exclusivity. Prior to Until the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed Agreement in writing by BLUM and Freeman Spogliaccordance with Article VII, each Seller agrees that neither such Seller, nor any of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders its controlled Affiliates or any of CBRE and not in their capacities as officers its or directors of CBREits controlled Affiliates’ directors, if applicable) will (i) notofficers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other representatives shall, directly or indirectly, makesolicit, initiate or engage in (including by way of furnishing information) or participate in any discussions or agree tonegotiations regarding or furnish any action with respect to any negotiations, proposals, or initiate, solicit, encourage offers of any kind with respect to the disposition of such Seller or knowingly facilitate any inquiries part or all of its Spending Account Business in the case of MII Life or the making ofUnits in the case of Aware (in each case, any proposal or offer with respect towhether by asset sale, or a transaction to effect, a merger, reorganization, share exchange, consolidationacquisition, business combination, reorganization, recapitalization, liquidationunit issuance, dissolution unit issuance, debt or equity investment, consolidation or similar transaction involving CBRE transaction). If a Seller, or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Affiliates or any of its subsidiariesor its Affiliates’ directors, officers, managers, employees, attorneys, investment bankers, accountants, agents, advisors or other representatives receives an offer to purchase or acquire (in each case other than case, whether by asset sale, merger, acquisition, business combination, reorganization, recapitalization, unit issuance, unit issuance, debt or equity investment, consolidation or similar transaction) all or any part of SamCo, or part or all of MII Life’s Spending Account Business, such Seller shall, within five (5) Business Days of the Transactions receipt of such offer, provide written notice of such offer to Buyer along with the details thereof (including the identity of such Person and copies of any such proposalproposals and the specific terms and conditions discussed or proposed). During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement, offer or transaction Sellers shall exercise their rights under any confidentiality agreement with any Person (other than the TransactionsBuyer) being hereinafter referred relating to as a "Competing Acquisition Proposal"), (ii) vote proposed transaction to direct such Person to return or consent (or cause to be voted or consented), in person or by proxy, destroy any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) confidential information of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingSellers provided thereunder.
Appears in 2 contracts
Samples: Asset and Unit Purchase Agreement (Healthequity, Inc.), Asset and Unit Purchase Agreement (Healthequity, Inc.)
Exclusivity. Prior to the earlier of the Contribution Closing or the ----------- termination of this Agreement, unless otherwise mutually agreed in writing by BLUM XXXX and Freeman SpogliXxxxxxx Xxxxxx, each of the Investors (in thexx xndivixxxx xxxxxxxxxs their individual capacities as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or ------------------------------- consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman SpogliXxxxxxx Xxxxxx, the warrant to acquire 364,884 shares xx XXXX Xxxxxx of CBRE Common Stock held by Freeman SpogliXxxxxxx Xxxxxx) and (iv) not enter into any agreement, xxxxxxxxxx xx commitment or arrangement that is inconsistent with any of the foregoing.
Appears in 2 contracts
Samples: Contribution and Voting Agreement (Cbre Holding Inc), Contribution and Voting Agreement (Blum Capital Partners Lp)
Exclusivity. Prior to the earlier of Closing Date the Contribution Closing or the termination of this AgreementCompany will refrain, unless otherwise mutually agreed in writing by BLUM and Freeman Spoglicause its Affiliates, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE officers, directors, employees, agents and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets other representatives (including without limitation any brokers, legal counsel, accountants, or financial advisors of the Company) to refrain, from directly or indirectly (x) making any offer or proposal to any Person or entering into any contract with any Person to (i) sell, issue or otherwise transfer any capital stock of its subsidiariesthe Company (other than pursuant to equity plans of the Company in effect on the date hereof (without giving effect to any amendment thereof after the date hereof)) (the "Existing Equity Plans") to officers, directors and employees of CBRE the Company and its subsidiariesSubsidiaries); or (ii) sell or otherwise transfer any material assets or properties of the Company; or (iii) effect any recapitalization, taken as a wholerefinancing, restructuring, merger, consolidation, or other business combination involving the Company; (y) entertaining, soliciting, encouraging, accepting, negotiating or otherwise holding substantive discussions (and shall immediately cease any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in such actions currently underway with any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case Persons other than the Transactions (Purchasers) regarding any such proposal, offer or proposal from any Person to (i) purchase or otherwise acquire any of the capital stock of the Company; or (ii) sell or otherwise transfer any material assets or properties of the Company; or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation, or other business combination involving the Company; or (z) providing any non-public information regarding the Company to any Person in connection with a transaction of the type described in subsections (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"i), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notabove; provided that notwithstanding anything to the contrary in this Section 6.6, directly the Company may consider, negotiate, approve and recommend to the Shareholders of the Company any unsolicited offers or indirectlyproposals for an acquisition, sellby merger, transfer amalgamation consolidation, tender offer or otherwise dispose otherwise, of any shares all or substantially all of CBRE the assets or outstanding Common Stock beneficially owned Shares of the Company (an "Unsolicited Proposal"); provided, further, that unless this Agreement is terminated pursuant to Section 9.1, no such actions shall affect the obligations of the Company under this Agreement (including without limitation the obligation of the Board of Directors of the Company to recommend to the shareholders of the Company the consummation of the transactions contemplated by such party (including, without limitationthis Agreement and the other Operative Documents). Further, in the case of Freeman Spogliconnection with any Unsolicited Proposal, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not Company or any Affiliate thereof, may enter into a confidentiality agreement with, and provide any agreementnon-public information regarding the Company to, xxxxxxxxxx xx arrangement that is inconsistent any Person in connection with any such Unsolicited Proposal. If any such offer or proposal is made to or received from any Person, the Company will promptly advise such Person by written notice of the foregoingterms of this Section 6.6 and will promptly deliver a copy of such notice to the Purchasers.
Appears in 2 contracts
Samples: Share Purchase Agreement (Pxre Group LTD), Share Purchase Agreement (Pxre Group LTD)
Exclusivity. Prior (a) During the Interim Period, each of the Company and the Cision Owner shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than Acquiror, Holdings, Merger Sub and/or any of their Affiliates) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Acquiror, Holdings and Merger Sub hereby acknowledge that prior to the earlier of the Contribution Closing or the termination date of this Agreement, unless otherwise mutually agreed the Company has provided information relating to the Company and its Subsidiaries and has afforded access to, and engaged in writing discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for a proposal to engage in an Acquisition Transaction without any breach by BLUM and Freeman Spoglithe Company of this Section 10.03(a); provided, each further, however, that the foregoing acknowledgement shall not in any way diminish the obligations of the Investors (Company, the Cision Owner, and their respective Affiliates and Representatives pursuant to this sentence and, for the avoidance of doubt, the Company shall not enter into any further discussions or negotiations or provide any further information in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers respect of, or directors of CBRE, if applicable) will (i) not, directly enter into any agreement or indirectly, make, participate in or agree arrangement with respect to, any such proposal. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating only that the Company is subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or initiateentertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that exclusivity agreement remains in effect and, solicitin such event, encourage the Company shall notify Acquiror of such facts and circumstances. Each of the Company and the Cision Owner shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any and all existing discussions or knowingly facilitate negotiations with any inquiries or Person conducted prior to the making of, any proposal or offer date hereof with respect to, or a transaction which is reasonably likely to effectgive rise to or result in, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing an Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingTransaction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Capitol Acquisition Corp. III)
Exclusivity. Prior to Until the earlier of (i) the Contribution Closing or (ii) the date of termination of this Agreement pursuant to the provisions of Section 10.3(a), Arena shall not (nor shall Arena permit, as applicable, any of its officers, managers, employees, members, agents, representatives or Affiliates, acting on its behalf, to), directly or indirectly, take any of the following actions with any party other than UT and its representatives and designees: (a) solicit or knowingly encourage, seek, entertain, support, assist, initiate, continue or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire or license all or any of the Product Assets other than confidentiality agreements entered into in the Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as of the date of this Agreement, whether by purchase of subsidiary, purchase of assets, license or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning the Product Assets, or afford to any Person access to its properties, technologies, books or records related to the Product Assets, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase or license all or any of the Product Assets, or (d) enter into any agreement with any person providing for the acquisition or license of all or any of the Product Assets, whether by merger, purchase of assets, license or otherwise other than confidentiality agreements entered into in the Ordinary Course of Business or nonexclusive licenses granted in the Ordinary Course of Business that would be Non-Scheduled License Grants if executed as of the date of this Agreement; provided, however, that the foregoing restrictions shall not prohibit such actions with respect to an offer, proposal or agreement (or disclosure, negotiations or discussions related thereto) to acquire securities representing a majority or more of the voting power of the outstanding securities of Arena, or assets or properties constituting fifty percent (50%) or more of the assets or properties of Arena and its subsidiaries (taken as a whole), so long as any such actions or any such transaction would not affect the transactions, rights or obligations contemplated by this Agreement. Arena shall immediately cease and cause to be terminated any such negotiations, discussions or agreements (other than with UT and its representatives) that are restricted in the immediately foregoing sentence after giving effect to the proviso. If Arena or any of its Affiliates shall receive, prior to the Closing or the termination of this AgreementAgreement in accordance with Section 10.3(a) hereof, unless otherwise mutually agreed in writing by BLUM and Freeman Spogliany offer, each proposal, or request of the Investors type referenced in clause (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers a), (c) or directors of CBRE, if applicable(d) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesabove, or any purchase request for disclosure or sale access as referenced in clause (b) above after giving effect to the proviso, Arena shall immediately (x) suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (y) notify UT thereof, including, subject to applicable confidentiality obligations, a summary of 20% specific terms of such offer or more proposal, as the case may be, and such other information related thereto as UT may reasonably request. Without limiting the foregoing, it is understood that any violation of the consolidated assets (including without limitation stock restrictions set forth above by any officer or director of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE Arena (or by any agent or representative only at the direction of the surviving parent entity in such transactionArena) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause shall be deemed to be voted or consented), in person or a breach of this Agreement by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingArena.
Appears in 2 contracts
Samples: Exclusive License Agreement (UNITED THERAPEUTICS Corp), Exclusive License Agreement (Arena Pharmaceuticals Inc)
Exclusivity. Prior to From the date hereof through the earlier of the Contribution Closing or the termination of date on which a party terminates this AgreementAgreement in accordance with Article 10, unless otherwise mutually agreed in writing by BLUM the Sellers shall not (and Freeman Spoglithe Sellers shall cause their respective Affiliates, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE representatives, officers, managers, employees, directors and agents not in their capacities as officers or directors of CBRE, if applicable) will (i) notto), directly or indirectly, make, participate in or agree to, or initiate(i) submit, solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of, discuss any proposal or offer from any person (other than Buyers and their Affiliates in connection with respect the transactions contemplated hereby), or enter into any agreement or accept any offer relating to, or a transaction to effect, a merger, consummate any (a) reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or recapitalization of any of its subsidiariesthe Transferred Subsidiaries or the Indirect Subsidiaries (except as contemplated by the Restructuring), (b) merger or consolidation involving any of the Transferred Subsidiaries or the Indirect Subsidiaries, (c) purchase or sale of 20% all or more a material portion of the consolidated assets or any equity interests (including without limitation stock of its subsidiariesor any rights to acquire, or securities convertible into or exchangeable for, any such equity interests) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE Transferred Subsidiaries or the Indirect Subsidiaries (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions purchase and sale of inventory and the purchase of capital equipment in the Ordinary Course), or (d) transaction or business combination similar to those described in the preceding clauses (a) through (c) involving any such of the Transferred Subsidiaries or the Indirect Subsidiaries or the Business or their assets (each of the foregoing transactions described in clauses (a) through (d), an “Alternative Transaction”) or (ii) furnish any information with respect to, assist or participate in or knowingly facilitate in any other manner the submission of any proposal or offer concerning, an Alternative Transaction. The Sellers agree to notify the Buyers promptly (and in any event within 24 hours of receipt thereof) if any person makes any proposal, offer or transaction (other than the Transactions) being hereinafter referred inquiry with respect to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingAlternative Transaction.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Mallinckrodt PLC)
Exclusivity. Prior to From and after the earlier date hereof and unless and until this Agreement is terminated as provided in Section 12, the Seller shall not, and shall not knowingly permit any of the Contribution Closing Seller's Affiliates, officers, directors, employees, agents or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notrepresentatives, directly or indirectly, make, participate in or agree to, or initiateto encourage, solicit, encourage initiate or knowingly facilitate participate in discussions or negotiations with, provide any inquiries information to, receive any proposals or the making ofoffers from, or enter into any agreement with, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiariesthird party, in each case other than the Transactions (Purchaser and/or its Affiliates, that involves the sale, joint venture or the other disposition of all or any such proposal, offer portion of the Business or transaction Acquired Assets (other than sales of inventory in the TransactionsOrdinary Course of Business) being hereinafter referred to as a "Competing Acquisition Proposal")or any merger, (ii) vote consolidation, recapitalization or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose other business combination of any shares of CBRE Common Stock beneficially owned by kind which would effect, if consummated, the transactions contemplated hereby. Seller represents that it is not now and it has not been during at least the two-week period preceding the date hereof, engaged in any such party (includingdiscussions or negotiations, without limitationother than discussions terminating prior negotiations. Notwithstanding the foregoing, in the case event Seller should hereafter receive an unsolicited offer for the purchase of Freeman Spogliassets including some or all of the Acquired Assets, which in fulfillment of its fiduciary responsibilities as a public company it would otherwise consider, Seller shall immediately notify the Purchaser by providing Purchaser with a copy of the unsolicited offer. If Purchaser does not agree in writing to substantially match the terms of said unsolicited offer within ten (10) days of its receipt, Seller shall be free to terminate this Agreement by notice thereof given to Purchaser and to thereafter negotiate and execute said offer and related agreements without restriction provided however that upon the closing of the transaction described in such unsolicited offer (or any transaction similar thereto) Seller shall pay to Purchaser $250,000 in consideration of, among other things, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) expenses which Purchaser has incurred and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingtime and energy which Purchaser has invested in the transaction contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Reptron Electronics Inc), Asset Purchase Agreement (Jaco Electronics Inc)
Exclusivity. Prior to the earlier of the Contribution Closing Seller Parties (whether directly or the termination of this Agreementindirectly through their officers, unless otherwise mutually agreed in writing by BLUM and Freeman Spoglidirectors, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers agents or directors of CBRE, if applicableother representatives) will not (a) solicit, initiate discussions, engage in or encourage discussions or negotiations with, or accept or consider any proposal or enter into any agreement, including any non-disclosure agreement, with, any party relating to or in connection with (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE possible acquisition of the Acquired Entities or any of its subsidiariestheir Subsidiaries (by way of merger, share purchase, asset purchase, license, lease or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"otherwise), (ii) vote the possible acquisition of any material portion of the shares of the Acquired Entities or consent any of their Subsidiaries (including the issuance of new shares) or cause to be voted assets of the Acquired Entities or consented)any of their Subsidiaries, in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose any other transaction outside of any shares the Ordinary Course of CBRE Common Stock beneficially owned by such party (including, without limitation, in Business that could materially impair the case value of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with assets of any of the foregoingAcquired Entities or their Subsidiaries post-closing (collectively, a “Restricted Transaction”), or (b) disclose any non-public information relating to either of the Acquired Entities or any of their Subsidiaries or afford access to the properties, books or records of either of the Acquired Entities or any of their Subsidiaries, to any person (other than Buyer or its representatives) in connection with a proposed Restricted Transaction. Upon receipt of any offer or proposal with respect to a Restricted Transaction or any request for nonpublic information or inquiry that Seller Parties reasonably believe could lead to a proposal for a Restricted Transaction, the Sellers will promptly (and in any event within one (1) Business Day) provide Buyer with a copy of any written Restricted Transaction proposal, request or inquiry received and a written statement with respect to any non-written Restricted Transaction proposal request or inquiry received, which statement will include the identity of the parties making the proposal and the terms thereof, and will promptly (and in any event within one (1) Business Day) advise Buyer of any material modification or proposed modification, and any other information necessary to keep Buyer informed in all material respects regarding the status and details of such Restricted Transaction proposal.
Appears in 2 contracts
Samples: Share Purchase Agreement (Ion Geophysical Corp), Share Purchase Agreement (Ion Geophysical Corp)
Exclusivity. Prior Between the Agreement Date and 11:59 p.m., Pacific time, on November 22, 2011 (the “Exclusive Period”), the Company will not, and will not authorize or direct or knowingly permit any of its and its subsidiaries’ officers, members of its board of directors, agents, advisors, investment bankers, attorneys, accountants and other representatives, in each case that are aware of the discussions between SAP and the Company with respect to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors Transaction (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable“Representatives”) will (i) notto, directly or indirectly, make(i) solicit, initiate, seek, or knowingly encourage, facilitate or induce the making, submission or announcement of any Alternative Proposal (as defined below), (ii) disclose to any person or entity any information relating to the Company and/or any of its subsidiaries in connection with, or enter into, participate in in, maintain or continue any communications or negotiations regarding, any Alternative Proposal, (iii) agree to, accept, recommend or initiateendorse (or publicly propose or announce any intention or desire to agree to, solicitaccept, encourage recommend or knowingly facilitate endorse) any inquiries Alternative Proposal, or the making of(iv) enter into any letter of intent, any proposal contract or offer with respect other agreement relating to, or a transaction otherwise agree to effector consummate or effect any Alternative Proposal. For purposes of this agreement, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or the term “Alternative Proposal” means any expression of its subsidiariesinterest in, or agreement, offer or proposal for, any purchase or sale acquisition (including beneficial ownership) of 2010% or more of the consolidated assets (including without limitation outstanding voting securities of the Company or all or any material portion of the Company’s assets, whether by way of a merger, consolidation, reorganization, liquidation, asset sale, stock of its subsidiaries) of CBRE and its subsidiariespurchase, taken as a wholetender offer or other business combination, or any purchase material, non-ordinary course development, license, lease or sale ofjoint venture transaction, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposaloffer, offer proposal or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote indication of interest made by or consent (or on behalf of SAP. The Company will immediately cease and cause to be voted terminated (and during the Exclusive Period will not resume or consentedotherwise continue) any and all existing activities, discussions and negotiations with any persons conducted heretofore with respect to any Alternative Proposal. In the event that the Company receives an Alternative Proposal, or any request for information relating to the Company in connection with an Alternative Proposal, from any person during the Exclusive Period, the Company will provide SAP with notice of such event, including any price and form of consideration specified in such Alternative Proposal (as well as any subsequent modifications thereto), in person or not later than 24 hours after each such receipt by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingCompany.
Appears in 2 contracts
Samples: Exclusivity Agreement, Exclusivity Agreement (Saturn Expansion Corp)
Exclusivity. Prior to From the date of this Agreement until the Closing (or until the earlier of the Contribution Closing or the termination of this AgreementAgreement in accordance with its terms), unless otherwise mutually agreed in writing by BLUM and Freeman Spoglino Seller Party nor its Affiliates, each of the Investors directors, officers, employees, agents or representatives shall (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers a) initiate, solicit, entertain, negotiate, accept, discuss or directors of CBRE, if applicable) will (i) notknowingly encourage, directly or indirectly, makeany proposal or offer (an “Acquisition Proposal”) by any Person (other than Purchaser) regarding the direct or indirect sale, participate license, lease, sublease, joint venture or other disposition in whole or agree toin part (however structured) of any Assets or, unless the Assets are effectively excluded therefrom without preventing or initiateimpairing the consummation of the transactions contemplated hereby without any additional expense or Liability to Purchaser, solicitany equity interest in any Seller Party (each of the actions referred to a “Third Party Acquisition”), encourage (b) except as otherwise required by Law or knowingly facilitate to customers and suppliers in the Ordinary Course of Business, provide any non-public financial or other confidential or proprietary information regarding the Assets or the Assumed Liabilities to any Person (other than Purchaser), (c) take any other action with the purpose of facilitating any inquiries or the making of, of any proposal or offer with respect tothat constitutes, or a transaction could reasonably be expected to effectresult in, a mergerThird Party Acquisition, reorganization(d) enter into any written or oral agreement, share exchangearrangement or understanding requiring any Seller Party to abandon, consolidation, business combination, recapitalization, liquidation, dissolution terminate or similar transaction involving CBRE or any of its subsidiariesfail to consummate the transactions contemplated by this Agreement, or (e) enter into any purchase written or sale of 20% oral agreement or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or understanding with any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Person (other than the TransactionsPurchaser) being hereinafter referred authorizing a Third Party Acquisition. Seller Parties agree to as a "Competing Acquisition Proposal")promptly, and in any event within one (ii1) vote business day following receipt, notify Purchaser (if orally, followed by written notice) if any Seller Party or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose Affiliate of any shares Seller Party or, to the Knowledge of CBRE Common Stock beneficially owned by such party (includingSellers, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingdirectors, officers, employees, agents or representatives of any Seller Party receives any indications of interest, requests for information or offers in respect of an Acquisition Proposal, including the identity of the counterparty and all relevant terms thereof (and a copy thereof if the same has been received in writing).
Appears in 2 contracts
Samples: Purchase Agreement (Lowell Farms Inc.), Purchase Agreement
Exclusivity. Prior During the Interim Period, Parent shall not, shall cause its Subsidiaries not to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE shall use its reasonable best efforts to cause its and their respective Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (i) initiate, solicit, encourage propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer with respect that constitutes, or could reasonably be expected to result in or lead to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case Business Combination other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition “Business Combination Proposal"”), (ii) vote engage in, continue or consent (otherwise participate in any negotiations or cause discussions concerning, or provide access to be voted its properties, business, assets, books, records or consented), in person any confidential information or by proxydata to, any Subject Shares against Person relating to any Competing Acquisition Proposal at proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREBusiness Combination Proposal, (iii) notapprove, directly endorse or indirectlyrecommend, sellor propose publicly to approve, transfer endorse or otherwise dispose of recommend, any shares of CBRE Common Stock beneficially owned by such party (includingBusiness Combination Proposal, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not execute or enter into into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, xxxxxxxxxx xx arrangement that is inconsistent with merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination Proposal or (v) propose, resolve or agree to do, or do, any of the foregoing. Parent also agrees that, immediately following the execution of this Agreement, it and the Sponsor shall, and shall cause each of their respective Subsidiaries and its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Business Combination Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, a Business Combination Proposal. Parent also agrees that within five (5) Business Days of the execution of this Agreement, Parent shall request each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of a Business Combination Proposal (and with whom Xxxxxx has had contact in the twelve (12) months prior to the date of this Agreement regarding a Business Combination Proposal) to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof in accordance with the terms of the confidentiality agreement executed with such Person and terminate access to any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal at any time prior to the Closing, then such party shall promptly (and in no event later than two (2) Business Days after such party becomes aware of such inquiry or proposal) notify such Person in writing of the terms of this Section 7.06. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 7.06 by any of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives acting on Parent’s or one of its Subsidiaries’ behalf, shall be deemed to be a breach of this Section 7.06 by Parent.
Appears in 2 contracts
Samples: Merger Agreement and Plan of Reorganization (Breeze Holdings Acquisition Corp.), Merger Agreement and Plan of Reorganization (Breeze Holdings Acquisition Corp.)
Exclusivity. Prior In consideration of the time, effort and expenses to be undertaken by Pinnacle in connection with the pursuit of the transactions contemplated hereby, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, ACDL hereby agrees that, from the date hereof through and including the earlier of the Contribution Closing Date or the date of the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM ACDL shall not, and Freeman Spoglishall not authorize or permit any of its directors, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers officers, employees, consultants, agents, Affiliates or directors of CBRE, if applicable) will (i) notrepresentatives to, directly or indirectly, makesolicit, initiate or take any action to facilitate, enter into any agreement, letter of intent, term sheet, arrangement or understanding or participate in discussions or agree tonegotiations with respect to (i) any investment in ACDL or its Subsidiaries, (ii) any financing arrangement with respect to ACDL and its Subsidiaries, (iii) the management of any proposed project of ACDL or its Subsidiaries other than the golf course and related residential units to be developed on the Ho Tram Project, (iv) any transaction in which any third party or group seeks to acquire beneficial ownership, or initiateotherwise acquire, solicitdirectly or indirectly, encourage or knowingly facilitate of any inquiries or the making of, any proposal or offer with respect toequity securities, or a transaction any material assets of ACDL or its Subsidiaries, (v) any tender offer or exchange offer (or other offer to effectpurchase or acquire) that if consummated would result in any person beneficially owning any equity securities of ACDL or its Subsidiaries, a (vi) any merger, reorganizationconsolidation, share exchange, consolidationamalgamation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE ACDL or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiariesSubsidiaries, in each case of the foregoing clauses (i) through (vi), other than the Transactions transactions contemplated by this Agreement, the Supplemental Loan Agreement and the Share Purchase and Option Agreement, and solely with the parties thereto and only in respect of the subject matters covered thereby, or (vii) any such proposalof the matters addressed in the Transaction Agreements; provided, offer however, that ACDL may engage in negotiations or transaction discussions regarding investments or financing arrangements by the Harbinger Lending Parties and their Affiliates, lenders under the BIDV Credit Agreement (other than the Transactions) being hereinafter referred but only with respect to as a "Competing Acquisition Proposal"lending thereunder), and any prospective lenders but only with respect to (i) increases in the term loan under the BIDV Credit Agreement and (ii) vote provision of the BIDV Working Capital Facility. ACDL shall advise Pinnacle orally and in writing, promptly (but in no event later than 24 hours) after receipt thereof, of (A) any proposal for a transaction described in this Section 3.3 and not expressly permitted by Section 3.3 received by any officer, director, financial advisor, accountant, attorney, representative, agent or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) other advisor of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) ACDL and (ivB) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any the material terms of such proposal (including the identity of the foregoingPerson making such proposal).
Appears in 2 contracts
Samples: Share Subscription Agreement, Share Subscription Agreement (Pinnacle Entertainment Inc.)
Exclusivity. Prior to During the earlier Contract Period, Seller shall not, and shall cause and instruct its Affiliates, directors, officers, employees and representatives not to, and shall not authorize or permit any of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notforegoing to, directly or indirectly, make(i) solicit, participate in or agree to, or initiate, solicit, encourage seek or knowingly facilitate encourage any inquiries or the making ofinquiry, any proposal or offer with respect tofrom, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Person (other than the TransactionsPurchasers and their respective Affiliates with respect to the transactions contemplated by this Agreement, the Real Estate Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby) being hereinafter referred regarding any offer or inquiry from any Person relating to as a "Competing Acquisition Proposal"any direct or indirect merger, consolidation, reorganization or acquisition of the Business, the Acquired Companies (or equity interests therein) or all or any material portion of the Business (excluding, for the avoidance of doubt, any sale of Consumables by the Business) or all or any portion of the Integrated Resort or the fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian or the Transferred Real Estate Assets, including any sale, lease, sale leaseback or mortgage of the Transferred Real Estate Assets (an “Offer”), (ii) vote furnish any information to, or consent (participate in any negotiations or cause to be voted discussions with, or consented)enter into any agreement in principle, in person arrangement, understanding or by proxyContract with, any Subject Shares against Person with respect to any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREOffer, (iii) notapprove, directly endorse or indirectlyrecommend, sellor propose publicly to approve, transfer endorse or otherwise dispose of recommend, any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and Offer or (iv) not enter into any agreementotherwise resolve, xxxxxxxxxx xx arrangement that is inconsistent with propose or agree to do any of the foregoing. Seller agrees that any such discussions, negotiations and other communications in progress as of the date of this Agreement shall immediately be terminated and shall request that any confidential information regarding the Business and held by any Person in connection with such discussions, negotiations or other communications be promptly returned to Seller or destroyed. In no event shall Seller accept or enter into any agreement (including any confidentiality or non-disclosure agreement) concerning any such third-party transaction. Seller shall notify the Purchasers as promptly as reasonably practicable upon any Offer that is in writing and is a bona fide offer or proposal to acquire the Business, the Integrated Resort, the fee and related interests of Sands Arena Landlord LLC and VCR with respect to the MSG Sphere at the Venetian, any of the Acquired Assets or any of the Acquired Interests.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Las Vegas Sands Corp), Purchase and Sale Agreement (Vici Properties Inc.)
Exclusivity. Prior to From the date of this Agreement until the earlier of (a) the Contribution Closing or (b) the termination of this AgreementAgreement pursuant to Section 8.1 (the “Exclusivity Period”), unless otherwise mutually agreed in writing by BLUM Sellers will not, will not permit the Acquired Companies to, and Freeman Spogliwill not authorize any officer, each manager, director, Affiliate, employee or agent of Sellers or the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will Acquired Companies to (i) notsolicit, directly initiate or indirectlyencourage the submission of inquiries, make, participate proposals or offers from any Person relating to an investment in or agree toany business combination with the Acquired Companies, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more a material portion of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the and/or equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE Acquired Companies (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "“Competing Acquisition Proposal"Transaction”), (ii) vote enter into or consent (participate in any negotiations, or cause to be voted initiate any discussions or consented)continue any discussions initiated by others, in person or by proxy, any Subject Shares against regarding any Competing Acquisition Proposal at Transaction, or furnish to any meeting (whether annual other Person any information with respect to the assets or special and whether business of the Acquired Companies for the purpose of pursuing a possible Competing Transaction with another party or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) nototherwise participate in, directly assist, facilitate or indirectly, sell, transfer encourage any effort or otherwise dispose of attempt by any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant other Person to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with do any of the foregoing. Sellers will not, and will not permit the Acquired Companies to, directly or indirectly authorize any other Representative to take any action prohibited to Sellers, the Acquired Companies or the officers, managers, directors, Affiliates, employees, or agents of Sellers and the Acquired Companies under this Section 5.10. Sellers will, and will cause the Acquired Companies, and each of their respective officers, managers, directors, Affiliates, employees, and agents, to immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted before the date of this Agreement with respect to any Competing Transaction for the duration of the Exclusivity Period.
Appears in 1 contract
Exclusivity. Prior to the earlier of the Contribution Closing or the ----------- termination of this Agreement, unless otherwise mutually agreed in writing by BLUM XXXX and Freeman SpogliXxxxxxx Xxxxxx, each of the Investors (in thexx xndivixxxx xxxxxxxxxs their individual capacities as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be ------------------------------ voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman SpogliXxxxxxx Xxxxxx, the warrant to acquire 364,884 shares xx XXXX Xxxxxx of CBRE Common Stock held by Freeman SpogliXxxxxxx Xxxxxx) and (iv) not enter into any agreement, xxxxxxxxxx xx commitment or arrangement that is inconsistent with any of the foregoing.
Appears in 1 contract
Samples: Contribution and Voting Agreement (Wardlaw William M)
Exclusivity. Prior From and after the date hereof through the date which is thirty (30) days following the termination of this Agreement pursuant to Section 11 hereof, without the prior written consent of Aspec, neither SIS, the Majority Shareholders nor any of SIS's other officers, directors, shareholders, agents or Affiliates shall, directly or indirectly, (a) solicit, conduct discussions with or engage in negotiations with any person, other than Aspec, relating to the earlier possible acquisition of SIS or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (b) provide information with respect to SIS or any of its subsidiaries to any person, other than Aspec, relating to the possible acquisition of SIS or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (c) enter into an agreement with any person, other than Aspec, providing for the acquisition of SIS or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (d) make or authorize any statement, recommendation or solicitation in support of any possible acquisition of SIS or any of it subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets by any person, other than by Aspec, (e) unless otherwise agreed to by Aspec, enter into any agreement with any person, other than Aspec, providing for any extension of credit (other than trade credit in the ordinary course of business) or other debt investment in SIS, or (f) unless otherwise agreed to by Aspec, enter into any additional agreement for the licensing or distribution of products, technology, or intellectual property of SIS, whether now existing or hereafter created. In addition to the foregoing, if SIS or any of its subsidiaries receives any unsolicited offer or proposal to enter negotiations relating to any of the Contribution above, SIS shall immediately notify Aspec thereof, including information as to the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be. From and after the date hereof until the first to occur of the Closing of the Merger or the termination of this AgreementAgreement pursuant to Section 11 hereof, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each none of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) Majority Shareholders will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal transfer or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or transfer any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE their SIS Common Stock beneficially owned by such party (including, without limitation, in except to Aspec pursuant to the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingMerger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aspec Technology Inc)
Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this AgreementNeither Seller nor Equityholder will, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each will cause each of the Investors its respective officers, employees, directors, managers, members, partners, equityholders, advisors, financing sources, representatives, and agents or Affiliates not to, (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicablea) will (i) not, directly or indirectlyindirectly solicit, makeinitiate, participate in or agree toencourage (including by way of furnishing information), or initiate, solicit, encourage or knowingly take any other action to facilitate any inquiries inquiry or the making ofof any proposal which constitutes, or could reasonably be expected to lead to, any proposal acquisition or purchase of a substantial portion of the assets, equity interests or other securities of either Seller or any tender offer with respect toor exchange offer, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, joint venture, sale of substantially all assets, sale of securities, recapitalization, spin-off, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesSeller, or any purchase other transaction, the consummation of which would or sale of 20% could reasonably be expected to prevent or more materially delay the consummation of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, transactions contemplated by this Agreement or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE Related Agreement (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, or furnish to any other Person any information with respect to the business or assets of either Seller in connection with an Alternate Transaction Proposal, or otherwise cooperate 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 without the prior written consent of Purchaser. Sellers will, and the Equityholder will cause each Seller to, promptly terminate any discussions or negotiations regarding an Alternate Transaction Proposal. Sellers will, and the Equityholder will cause each Seller to, promptly notify Purchaser in the event that Seller, Equityholder or any of their respective officers, directors, managers, employees, securityholders, advisors, representatives and agents receives any unsolicited indication of interest or proposal regarding an Alternate Transaction Proposal, including the identity of the Person indicating such interest or making such Alternate Transaction Proposal and a copy thereof. Without limiting the generality of the foregoing, the Parties acknowledge that the current timeline for submitting a change of ownership application with the MED is one hundred and twenty (120) days that the covenants set forth in this Section 5.7 shall continue until the earlier of (i) the Closing Date or (ii) the termination of this Agreement in accordance with Article VIII.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.)
Exclusivity. Prior to The Company covenants and agrees that neither the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notCompany nor anyone acting on its behalf is currently involved, directly or indirectly, make, participate in or agree any activity which is intended to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to nor for so long as this Agreement is in effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution shall the Company or similar transaction involving CBRE or any of anyone acting on its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notbehalf, directly or indirectly, sell(a) encourage, transfer solicit, initiate or otherwise dispose participate in discussions or negotiations with, or provide any information to or cooperate in any manner with any Person, other than the Merger Sub or its Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any shares part of CBRE Common Stock beneficially owned by such party (includingthe Business, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingCompany’s assets (other than Inventory in the ordinary course of business), the Shares or any capital stock or other securities of the Company, whether such transaction takes the form of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating the sale of all or any part of the Business, the sale of the Company’s assets (other than Inventory in the ordinary course of business), the Shares or any capital stock, membership interests or other securities of the Company, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or issuance of debt securities or making of a loan or any joint venture or partnership or (c) consummate any such transaction or accept any offer or agree to engage in any such transaction. The Company shall promptly (within 24 hours) communicate to the Merger Sub the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a manner reasonably acceptable to the Merger Sub. The notice of the Company under this Section 6.4 shall include the identity of the person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any other such information with respect thereto as the Merger Sub may reasonably request.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Lone Oak Acquisition Corp)
Exclusivity. Prior to During the period beginning on the date hereof and ending on the earlier of the Contribution Closing Date or the termination Termination Date, except with respect to this Agreement and the transactions contemplated hereby, the Company agrees that it will not, it will use its best efforts to cause its respective directors, officers, and employees not to, and it shall direct its Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of this Agreement, unless otherwise mutually agreed in writing by BLUM them and Freeman Spogli, each any individual member or employee of the Investors foregoing) (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and each, an “Agent”) not in their capacities as officers to: (a) initiate, encourage, solicit or directors of CBRE, if applicable) will (i) notseek, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making ofor implementation of any proposal or offer (including, without limitation, any proposal or offer to a Seller individually) with respect to, or a transaction to effect, a merger, reorganization, share exchangeacquisition, consolidation, business combination, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving CBRE or any of its subsidiariesinvolving, or any purchase of all or sale of 20% or more any substantial portion of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale securities of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions Company (any such proposal, proposal or offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition “Proposal"”); (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (iic) vote otherwise facilitate or consent cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into a Contract, agreement or cause understanding with any Person relating to a Proposal. If the Company or any Agent has provided any Person (other than Purchaser’s or the Company’s Agents) with any confidential information or data relating to a Proposal, they shall request the immediate return thereof. The Company shall notify Purchaser immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be voted initiated or consented)continued with, in person or by proxyit, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingSubsidiaries or any of their respective directors, officers, employees and Affiliates or, to the Knowledge of the Company, any other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Inpixon)
Exclusivity. Prior to From the date of this Agreement through the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed Agreement in writing by BLUM and Freeman Spogliaccordance with its terms, each of Seller agrees that neither the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in Company nor any Seller shall, nor shall the Company or any Seller permit their capacities as officers respective controlling persons, equityholders, employees, officers, directors, Affiliates, advisors, agents or directors of CBRE, if applicable) will other representatives to: (i) notencourage, initiate, solicit, entertain, negotiate, discuss, accept, approve, endorse or agree to, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to(a “Proposal”) by a Third Party (other than Buyer or any other Person Buyer designates) regarding (a) the sale or license of all or any material assets of the Company or any of its Subsidiaries (other than the sale of inventory in the Ordinary Course) or (b) any sale of equity or debt securities, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, joint venture, consolidation, public offering, recapitalization, liquidation, dissolution refinancing or other similar transaction involving CBRE or the Company nor any of its subsidiaries, or any purchase or sale of 20% or more of Subsidiaries (the consolidated assets transactions referred to in clause (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transactiona) or any of its subsidiaries(b) above, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "“Competing Acquisition Proposal"Transaction”), (ii) vote provide any information regarding the Company nor any of its Subsidiaries (including this Agreement and any other materials containing Buyer’s or consent its Affiliates’ proposal) to any Person who has made or could reasonably be expected to make a Proposal for a Competing Transaction (other than to Buyer or its representatives and agents and any other Person designated by Buyer), or (iii) enter into any Competing Transaction or any agreement, memorandum of understanding or letter of intent relating thereto. The Company, its Subsidiaries and each Seller and each of their respective controlling persons, equityholders, employees, officers, directors, Affiliates, advisors, agents or other representatives shall immediately cease and cause to be voted terminated any previously undertaken or consentedongoing activities, discussions or negotiations with any other Person with respect to any Proposal for a Competing Transaction or Competing Transaction (other than with Buyer or its representatives and agents and any other Person Buyer designates). The Company and each Seller shall (i) promptly (and in any event, in person or by proxywithin 24 hours) notify Buyer if it, any Subject Shares against Seller or the Company or any of its or the Company’s controlling persons, equityholders, employees, officers, directors, Affiliates, advisors, agents or other representatives receives after the date of this Agreement, any Proposal for a Competing Acquisition Transaction or any indications of interest or requests for information in respect of a Proposal at for a Competing Transaction and (ii) promptly (and in any meeting event within two (whether annual 2) Business Days) request in writing that all Persons who have made a Proposal for a Competing Transaction and to whom nonpublic information concerning the Company or special any of its Subsidiaries has been distributed on or prior to the date of this Agreement destroy or return such information to the Company as soon as possible (and, if applicable under contractual arrangements between the Company or any of its Subsidiaries and whether or not an adjourned or postponed meeting) such Persons, certify as to the destruction of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogliinformation) and immediately cause any Third Party (ivother than Buyer or its representatives and agents and any other Person Buyer designates) not enter into to cease to have any agreement, xxxxxxxxxx xx arrangement that is inconsistent with access to the Data Room or any of the foregoingsimilar data site.
Appears in 1 contract
Exclusivity. Prior to the earlier The Seller and API will not (and will not cause or permit any of the Contribution Closing Company and the Subsidiaries to, and the Seller and API shall not permit or the termination cause any of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as respective officers or directors to, and the Seller and API shall direct their employees, agents and representatives (including any investment banker, attorney or accountant retained by either of CBRE, if applicablethem) will (i) notnot to, directly or indirectly, makesolicit, participate in or agree toinitiate, or initiateencourage the submission of any proposal, solicitinquiry or offer from any Person relating to the acquisition of all or substantially all of the capital stock or assets of any of the Company and the Subsidiaries (including any acquisition structured as a merger, encourage consolidation, share exchange or knowingly facilitate similar transaction) (any inquiries or the making of, any such proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a an "Competing Acquisition Proposal"). Neither the Seller nor API will (and each of them will cause the Company and the Subsidiaries not to), (ii) vote or consent (and API will not permit or cause to be voted any of its officers and directors to, and the Seller shall direct its employees, agents and representatives (including any investment banker, attorney or consented), in person or accountant retained by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or it) not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notto, directly or indirectly, sellengage in any negotiations concerning, transfer or otherwise dispose of provide any shares of CBRE Common Stock beneficially owned by such party confidential information or data (including, without limitation, in Confidential Information) to, or have any discussions with, any Person relating to an Acquisition Proposal, whether made before or after the case date of Freeman Spoglithis Agreement, the warrant or otherwise facilitate any effort or attempt to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) make or implement an Acquisition Proposal. API will immediately cease and (iv) not enter into cause to be terminated any agreementexisting activities, xxxxxxxxxx xx arrangement that is inconsistent discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. API agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.10. The Seller will notify the Buyer immediately if any such inquiries, proposals or offers are received by, any such information requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers. The Seller also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return all confidential information (including, without limitation, Confidential Information) heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries.
Appears in 1 contract
Exclusivity. Prior to From and after the earlier date of this Agreement until the Contribution Closing or or, if earlier, the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM ASD shall, and Freeman Spoglishall not permit its Subsidiaries and any of its and their officers, each directors, employees, financial advisors, attorneys, accountants and other advisors, investment bankers, representatives and agents (“Representatives”) to, immediately cease and cause to be terminated immediately all existing activities, discussions and negotiations with any Person (other than Buyers and their Affiliates) conducted heretofore with respect to, or that could reasonably be expected to lead to, a B&K Acquisition Proposal. From and after the date of this Agreement until the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBREClosing or, if applicable) will (i) earlier, the termination of this Agreement in accordance with its terms, ASD shall not, nor shall it permit any of its Subsidiaries or the Representatives to, directly or indirectly, make(i) solicit, initiate or knowingly encourage the making of a B&K Acquisition Proposal, (ii) enter into any agreement, arrangement or understanding with respect to a B&K Acquisition Proposal or (iii) participate in any discussions or agree tonegotiations regarding, or initiate, solicit, encourage furnish or knowingly facilitate disclose to any Person (other than Buyers and their Affiliates) any non-public information with respect to ASD or its Subsidiaries or Affiliates in connection with any inquiries or the making ofof any proposal that constitutes or could reasonably be expected to lead to any B&K Acquisition Proposal. “B&K Acquisition Proposal” means any inquiry, any proposal or offer with respect tofrom any Person (other than Buyers or their Affiliates) to acquire or purchase from ASD, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE any Subsidiary of ASD or any of its subsidiariesthe Joint Ventures, all or any purchase or sale of 20% or more material part of the consolidated revenues, income or assets of the B&K Business (including without limitation stock whether in one transaction or a series of its subsidiariesrelated transactions and whether pursuant to (x) purchase of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE thatany Subsidiary of ASD or the Joint Ventures, if consummated(y) merger, would result in exchange, consolidation or similar business combination with any person Subsidiary of ASD or entity beneficially owning securities representing 20% the Joint Ventures, or more (z) asset purchase (including any sale of the total voting power of CBRE (profits interests or of the surviving parent entity in such similar transaction) from ASD, any Subsidiary of ASD or any of its subsidiaries, in each case the Joint Ventures)) other than the Transactions (any such proposal, offer acquisition or transaction (other than purchase permitted pursuant to the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) terms of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingSection 7.2.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (American Standard Companies Inc)
Exclusivity. Prior to Until the earlier of the Contribution Closing (i) consummation of the Closing, or the (ii) termination of this AgreementAgreement in accordance with Section 21 below, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliSeller shall not, each nor shall it authorize or permit any of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as its owners, managers, officers or directors employees to, and Seller shall use its commercially reasonable efforts to cause any investment banker, financial advisor, attorney, accountant or other representative acting on behalf of CBRE, if applicable) will (i) notit or any of its subsidiaries not to, directly or indirectly, make(i) solicit, participate in initiate or agree toencourage (including by way of furnishing information), or initiatetake any other action designed to facilitate, solicit, encourage or knowingly facilitate any inquiries or the making ofof any proposal that constitutes a Seller Acquisition Proposal (as defined below) or (ii) participate in any negotiations or discussions regarding a Seller Acquisition Proposal. For purposes of this Agreement, “Seller Acquisition Proposal” means any bona fide inquiry, proposal or offer with respect tofrom any person relating to (i) any direct or indirect acquisition or purchase of any assets or business that constitutes 10% or more of the net revenues, net income or the assets of the Business, (ii) any direct or indirect acquisition or purchase of 10% or more of any class of voting securities of Seller, or a transaction to effect, a (iii) any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiariesSeller, in each case other than the Transactions transactions contemplated by this Agreement (provided that a description of a potential liquidation and dissolution of Seller following the Closing that is included in the Information Statement provided to Seller’s members pursuant to Section 8(l) below shall not constitute a breach of this Section 8(d)). In addition, Seller shall as promptly as practicable advise Globalstar, orally and in writing, of any request for information or of any Seller Acquisition Proposal (and in any case within 24 hours of such request or the receipt of a Seller Acquisition Proposal), the principal terms and conditions of such request or Seller Acquisition Proposal and the identity of the person making such request or Seller Acquisition Proposal. Seller shall keep Globalstar informed of the status and details (including amendments or proposed amendments) of any such proposal, offer request or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Seller Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingas promptly as practicable.
Appears in 1 contract
Exclusivity. Prior to During the period between January 20, 2016 and ending on the earlier of the Contribution Closing Date or the termination Termination Date, except with respect to this Agreement and the transactions contemplated hereby, the Company agrees that it will not, and it will cause the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of this Agreement, unless otherwise mutually agreed in writing by BLUM them and Freeman Spogli, each any individual member or employee of the Investors foregoing) (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and each, an “Agent”) not in their capacities as officers to: (a) initiate, encourage, solicit or directors of CBRE, if applicable) will (i) notseek, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making ofor implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to, or a transaction to effect, a merger, reorganization, share exchangeacquisition, consolidation, business combination, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving CBRE involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions Subsidiaries (any such proposal, proposal or offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition “Proposal"”); (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (iic) vote otherwise facilitate or consent cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. If the Company, any of its Subsidiaries or cause any Agent has provided any Person (other than Buyer’s or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to a Proposal, they shall request the immediate return thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be voted initiated or consented)continued with, in person or by proxyit, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual of its Subsidiaries or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the foregoingidentity of the party making, and the terms and conditions of, any such Proposal, inquiry or request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing.
Appears in 1 contract
Exclusivity. Prior to (a) From the earlier of date hereof until the Contribution Closing (the “Exclusivity Period”), no Seller or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will Principal shall (i) notauthorize, direct or permit any of its or their respective Representatives or Affiliates to take any action to directly or indirectlyindirectly solicit, makeinitiate, seek, encourage, facilitate, approve, endorse, recommend or respond to any inquiry, proposal, or offer (whether formal or informal, written, oral or otherwise) from, or participate in any discussions or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making ofnegotiations with, any proposal third party regarding any (A) direct or offer with respect toindirect acquisition or sale of any Seller in whole or in part, or a transaction to effect, a (B) merger, reorganization, share exchange, consolidation, business combinationreorganization, recapitalization, liquidation, dissolution or similar other business combination or extraordinary corporate transaction involving CBRE or any of its subsidiariesSeller, (C) acquisition, disposition, or listing on any purchase or sale securities exchange of 20% or more any portion of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, membership interests or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE any Seller (whether by sale, assignment, issuance, proxy, pledge, encumbrance or of the surviving parent entity in such transaction) or any of its subsidiariesotherwise, in each case other than the Transactions issuance of membership interests of any Seller upon exercise or conversion of options, warrants or other equity-based securities issued prior to the date of this Agreement), (D) acquisition or disposition of any material asset or material portion of the assets of any Seller (whether by sale, assignment, option, license, pledge, encumbrance or otherwise, other than bona fide sales and nonexclusive licenses of products in the Ordinary Course of Business) (any such proposaltransaction described in clauses (A), offer (B), (C) or transaction (D) of this Section 7.3(a)(i), a “Third Party Acquisition”); (ii) furnish any non-public information concerning the business, properties or assets of any Seller or division of any Seller to any other Person (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"Purchaser or its Representatives), (ii) vote ; or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notengage in discussions or negotiations with any Person (other than the Purchaser and its Representatives) concerning any Third Party Acquisition. Each Seller agrees that any such discussions or negotiations in progress as of the date of this Agreement shall be immediately terminated and that in no event shall any Seller approve, directly accept or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into an agreement concerning any agreementThird Party Acquisition during the Exclusivity Period. During the Exclusivity Period, xxxxxxxxxx xx arrangement that is inconsistent no Seller or Principal shall authorize, direct or cause any of their respective Representative or Affiliates to continue or participate in any negotiations or discussions with any Person for the purpose of the foregoingeffecting an acquisition, joint venture with or strategic investment in any other Person or business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ruths Hospitality Group, Inc.)
Exclusivity. Prior From and after the date hereof (and, with respect to the Shareholders’ Representative, from and after the date of effectiveness of Shareholder approval of this Agreement) until the earlier of (a) the Contribution Closing or (b) the termination of this AgreementAgreement pursuant to Section 7.1 hereof (“Exclusivity Period”), unless otherwise mutually agreed neither the Company, GFA Brands nor the Shareholders’ Representative (acting in writing by BLUM and Freeman Spogliany capacity, each including individually on its own behalf) shall solicit, negotiate, act upon or entertain in any way an offer from any other Person to purchase all or any part of the Investors securities or assets of the Company or GFA Brands (other than sales of assets in thexx xndivixxxx xxxxxxxxxs as stockholders immaterial amounts or in the normal and ordinary course of CBRE and not in their capacities as officers or directors business of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree tothe Company), or initiatefurnish any information to any other Person in that regard. The Company will promptly (within 24 hours) notify Parent upon receipt of any unsolicited offer to purchase any such securities, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesassets, or any purchase portion thereof, and further will notify Parent of the proposed terms and conditions thereof. In addition, the Company, GFA Brands and the Shareholders’ Representative will immediately terminate and cease any existing discussions, negotiations, or other activities with respect to the sale of 20% any securities or more all or any material part of the consolidated assets (including without limitation stock of its subsidiaries) the Company or GFA Brands other than sales of CBRE assets in the normal and its subsidiaries, taken as a whole, ordinary course of business consistent with past practices. The Company hereby represents and warrants that neither it nor GFA Brands is obligated to sell to or discuss with any other potential purchaser the sale of all or any purchase portion of the securities or sale ofall or any material part of the assets of the Company or GFA Brands, other than sales of assets in the normal and ordinary course of business consistent with past practices. During the Exclusivity Period, Parent will not solicit, negotiate, investigate, act upon or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result entertain in any person or entity beneficially owning securities representing 20% or more way the purchase of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction business (other than the Transactions) being hereinafter referred Company). In addition, Parent will, and will cause its respective officers, directors, affiliates and agents to, immediately terminate and cease any existing discussions, negotiations, or other activities with respect to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose the purchase of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into securities or all or any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any material part of the foregoingassets of any other business (other than the Company).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boulder Specialty Brands, Inc.)
Exclusivity. Prior to Until the earlier Closing occurs or this Agreement is terminated in accordance with its terms, Seller covenants and agrees that neither Seller nor any of the Contribution Closing its equityholders, managers, members, consultants, agents or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notwill, directly or indirectly, make(i) solicit, participate initiate or encourage the submission of inquiries, proposals or offers from any Person other than Purchaser, Purchaser Parent or their Affiliates or representatives relating in any way to (a) any investment in the Seller, (b) any acquisition of direct or agree toindirect control of the Seller, (c) the purchase of any of the Purchased Assets, except for inventory sold in the ordinary course of business, (d) the entering into any lease, exchange, mortgage, pledge, transfer or other disposition of any of the Purchased Assets, or initiate(e) any business combination or other transaction involving the Seller, solicit, encourage or knowingly facilitate any inquiries or the making ofincluding without limitation, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combinationacquisition, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer forpurchase, re capitalization, reorganization, dissolution, liquidation, or issuance or disposition of any nature or other transaction which would involve the equity securities of CBRE thatSeller (each, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing an “Acquisition Proposal"”), (ii) vote participate in any discussions or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing negotiations regarding an Acquisition Proposal at or furnish to any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREPerson any information for any purpose inconsistent with the foregoing, (iii) nototherwise cooperate in any way with, directly or indirectlyassist or participate in, sellfacilitate or encourage, transfer any effort or otherwise dispose attempt by any other Person to do or seek any of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and foregoing or (iv) not enter into formulate or disclose any agreementintention, xxxxxxxxxx xx plan or arrangement that is inconsistent with the foregoing. Seller will (A) immediately notify Purchaser in writing if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested by any Person with respect to any Acquisition Proposal or proposal which could lead to an Acquisition Proposal, (B) immediately notify Purchaser of all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the request for information, and (C) in the event a third party makes a written offer or proposal to the Seller or any of the foregoingmembers of Seller with respect to any Acquisition Proposal, the Seller will promptly send to Purchaser a complete copy of any such written offer or proposal. The Seller shall, and shall use commercially reasonable efforts to ensure that its managers, members, employees, investment bankers, attorneys, accountants and other agents, immediately cease and cause to be terminated all discussions and negotiations that have taken place prior to the date hereof, if any, with any Persons with respect to any Acquisition Proposal.
Appears in 1 contract
Exclusivity. Prior to From the earlier date hereof until the sooner of the Contribution Closing or Effective Time and the date of termination of this Agreement, unless otherwise mutually agreed Agreement in writing by BLUM accordance with its terms and Freeman Spogli, each subject to the exercise of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders Company’s board of CBRE directors’ fiduciary duties and not in their capacities as officers or directors of CBREapplicable Law, if applicable) will (i) notneither the Stockholder Representative nor the Company will, directly or indirectly, makethrough any officer, director, employee, agent (including financial advisors), partner or otherwise, continue, solicit, entertain, initiate, facilitate or participate in or agree toencourage discussions or negotiations with, or initiatethe submission of bids, solicit, encourage offers or knowingly facilitate any inquiries or the making ofproposals by, any proposal or offer Person with respect to, whether directly or a transaction to effectindirectly, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or an acquisition of any of its subsidiariesAcquired Company, or any purchase acquisition of any capital stock or sale other equity or other interest of 20% or more in any Acquired Company or any material assets of any Acquired Company, by any means whatsoever, or enter into any agreement, arrangement or understanding regarding any of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE foregoing. The Company and its subsidiaries, taken as a whole, the Stockholder Representative will immediately cease and terminate any discussions or negotiations with any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in third party that are ongoing with respect to any person or entity beneficially owning securities representing 20% or more transaction of the total voting power of CBRE (type or similar to those described in the immediately preceding sentence. In addition, from the date hereof until the Effective Time, except as required by applicable Law and the exercise of the surviving parent entity in such transaction) or Company’s board of directors’ fiduciary duties, neither the Stockholder Representative nor any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notAcquired Company will, directly or indirectly, sellthrough any Representative or otherwise, transfer disclose any information not customarily disclosed to any Person (other than Parent, Merger Subsidiary and their Representatives) in the Company’s Ordinary Course of Business or otherwise dispose afford to any such other Person access to the Acquired Companies’ properties, books or records without the prior written consent of Parent. Furthermore, if the Company or any of its officers, directors, employees, agents (including financial advisors) or partners receives any written communication regarding the submission of bids, offers or proposals by, any Person with respect to, whether directly or indirectly, an acquisition of any shares Acquired Company, or any acquisition of CBRE Common Stock beneficially owned any capital stock or other equity or other interest of or in any Acquired Company or any material assets of any Acquired Company, by any means whatsoever, between the date hereof and the Closing Date, then the Company shall immediately notify Parent of the receipt of such party bid, offer or proposal. The Company shall give Parent prompt (but in no event later than twenty-four (24) hours) notice (which notice may be oral, and, if oral, shall be subsequently confirmed in writing) (x) of receipt of any such bid, offer or proposal by the Company or any of its or any of its officers, directors, employees, agents (including financial advisors) or partners (which notice shall include the identity of such person or group and the material terms and conditions of any proposals or offers, including, without limitationif applicable, in the case copies of Freeman Spogliany written requests, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogliproposals or offers, including proposed agreements) and (ivy) not of the Company’s furnishing nonpublic information to, or entering into discussions or negotiations with, such person or group, and shall receive from such Person an executed confidentiality agreement containing terms no less favorable to the Company than the terms of the confidentiality agreement entered into between the Company and Parent dated as of July 27, 2017 prior to furnishing nonpublic information regarding the Company to, or enter into a confidentiality agreement or discussions or negotiations with, any agreementPerson in response to a bona fide, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingunsolicited written bid, offer or proposal submitted by such Person.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Community Banks Inc)
Exclusivity. Prior Except with respect to this Agreement and the earlier transactions contemplated hereby, neither the Company, nor its Subsidiary nor the Stockholders and none of their affiliates shall, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the Contribution Closing foregoing) (each, an "Agent") not to, (a) initiate, solicit or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notseek, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making ofor implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to, or a transaction to effect, a merger, reorganization, share exchangeacquisition, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesinvolving, or any purchase of all or sale of 20% or more any portion of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale equity securities of, the Company or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions Subsidiary (any such proposal, proposal or offer or transaction (other than the Transactions) being hereinafter referred to as a an "Competing Acquisition Proposal"), or (iib) vote engage in any negotiations concerning, or consent provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or cause attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company, its Subsidiary or Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company, its Subsidiary and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be voted initiated or consented)continued with, in person it or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual individual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, entity referred to in the case first sentence of Freeman Spoglithis Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoing13.2 or 13.3.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
Exclusivity. Prior Neither Empress nor any Subsidiary nor any of their respective officers, directors, stockholders, representatives, or other agents shall, directly or indirectly: (a) solicit, initiate or encourage submission of any inquiry, proposal or offer from any potential investor or acquirer relating to the earlier any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any of the Contribution Closing assets of Empress or any Subsidiary other than in the termination ordinary course of this Agreementbusiness; (b) enter into, unless otherwise mutually agreed participate in writing by BLUM or continue any discussions or negotiations (except with the Buyers) regarding, or furnish any information to or cooperate with any Person (other than the Buyers) with respect to, any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any assets of Empress or any Subsidiary, other than in the ordinary course of business; or (c) enter into any agreement (except with the Buyers) relating in any manner to any transaction involving any debt or equity securities of Empress or any Subsidiary (currently outstanding or to be issued) or any sale or transfer of any assets of Empress or any Subsidiary, other than in the ordinary course of business. If Empress or any Subsidiary receives, or any officer, director, stockholder, representative or agent receives and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers notifies Empress or directors of CBRE, if applicable) will (i) notsuch Subsidiary of, directly or indirectly, make, participate in an offer or agree to, or initiate, solicit, encourage or knowingly facilitate proposal to enter into any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE any debt or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in Empress or any person Subsidiary (currently outstanding or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transactionto be issued) or any sale or transfer of its subsidiariesany assets of Empress or any Subsidiary, in each case other than in the Transactions ordinary course of business, Empress shall notify Buyers by the close of business on the following business day. Empress or each Subsidiary, as the case may be, shall, and shall cause its officers, directors, stockholders, agents and representatives to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the matters referred to in this Section 4.01. Notwithstanding any other provision in this Section 4.01, Empress shall be able to (1) effect the exchange offer in connection with its 8_% Senior Subordinated Notes; (2) make draws on its existing credit facility with Wellx Xxxgo; (3) use its Current Assets for any such proposal, offer or transaction purpose whatsoever (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notpurpose which, directly or indirectly, materially interferes with or is materially detrimental to the operation of the business of the Subsidiaries) or incur any Debt through any subsidiary other than the Subsidiaries, as long as the Subsidiaries shall not be liable for the repayment of such Debt in any manner whatsoever and the incurrence of such Debt shall not directly or indirectly materially interfere with or be materially detrimental to the businesses of the Subsidiaries; (4) allow transfers of shares of capital stock of Empress among existing stockholders or their family members; and (5) sell, transfer or otherwise dispose of any shares asset of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with Empress or any of the foregoingSubsidiaries, other than stock in the Subsidiaries and other than assets of the Subsidiaries not sold in the ordinary course of business, and so long as any such transaction, directly or indirectly, does not materially interfere with or is not materially detrimental to the businesses of the Subsidiaries. If any incurrence or proposed incurrence of Debt permitted by clause (3) of the immediately preceding sentence or any transfer or proposed transfer of shares permitted by clause (4) of such sentence causes a delay in obtaining the necessary regulatory approvals and permits in connection with the transactions contemplated by this Agreement, the dates set forth in Section 10.01(h) each shall be extended by a period of time equal to the length of such delay.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Horseshoe Gaming LLC)
Exclusivity. Prior to (a) From the earlier of date hereof until the Contribution Closing (the “Exclusivity Period”), no Seller or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will Principal shall (i) notauthorize, direct or permit any of its or their respective Representatives or Affiliates to take any action to directly or indirectlyindirectly solicit, makeinitiate, seek, encourage, facilitate, approve, endorse, recommend or respond to any inquiry, proposal, or offer (whether formal or informal, written, oral or otherwise) from, or participate in any discussions or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making ofnegotiations with, any proposal third party regarding any (A) direct or offer with respect toindirect acquisition or sale of any Seller in whole or in part, or a transaction to effect, a (B) merger, reorganization, share exchange, consolidation, business combinationreorganization, recapitalization, liquidation, dissolution or similar other business combination or extraordinary corporate transaction involving CBRE or any of its subsidiariesSeller, (C) acquisition, disposition, or listing on any purchase or sale securities exchange of 20% or more any portion of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, membership interests or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE any Seller (whether by sale, assignment, issuance, proxy, pledge, encumbrance or of the surviving parent entity in such transaction) or any of its subsidiariesotherwise, in each case other than the Transactions issuance of membership interests of any Seller upon exercise or conversion of options, warrants or other equity-based securities issued prior to the date of this Agreement), (D) acquisition or disposition of any material asset or material portion of the assets of any Seller (whether by sale, assignment, option, license, pledge, encumbrance or otherwise, other than bona fide sales and nonexclusive licenses of products in the Ordinary Course of Business) (any such proposaltransaction described in clauses (A), offer (B), (C) or transaction (D) of this Section 7.3(a)(i), a “Third Party Acquisition”); (ii) furnish any non-public information concerning the business, properties or assets of any Seller or division of any Seller to any other Person (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"Purchaser or its Representatives), (ii) vote ; or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notengage in discussions or negotiations with any Person (other than the Purchaser and its Representatives) concerning any Third Party Acquisition. Each Seller agrees that any such discussions or negotiations in progress as of the date of this Agreement shall be immediately terminated and that in no event shall any Seller approve, directly accept or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into an agreement concerning any agreementThird Party Acquisition during the Exclusivity Period. During the Exclusivity Period, xxxxxxxxxx xx arrangement that is inconsistent no Seller or Principal shall authorize, direct or cause any of their respective Representative or Affiliates to continue or participate in any negotiations or discussions with any Person for the purpose of the foregoing.effecting an acquisition, joint venture with or strategic investment in any other Person or business. 4306983-11
Appears in 1 contract
Samples: Non Competition and Non Solicitation Agreement (Ruths Hospitality Group, Inc.)
Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs their xxxividuxx xxxxxxxxxx as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx of XXXX Xxxxxx Stock Xtock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx cxxxxxxxxx xx arrangement xrrangement that is inconsistent with any of the foregoing.
Appears in 1 contract
Samples: Contribution and Voting Agreement (Wirta Raymond E)
Exclusivity. Prior to Seller, each Owner Party and each other Owner executing and delivering a Joinder Agreement agree that until the earlier of the Contribution Closing or the termination of this AgreementAgreement pursuant to its terms, unless they shall not directly or indirectly solicit, initiate, encourage, entertain or discuss (and shall not permit any Affiliate, directors, trustee, manager, officer, employee, representative, agent, or other Person acting on their behalf to solicit, initiate, encourage, entertain or discuss) any inquiries, proposals or offers involving any Acquisition Proposal, or respond positively or provide any information to any other Person, or otherwise mutually agreed in writing by BLUM and Freeman Spoglitake any action, with respect to an Acquisition Proposal. Seller, each Owner Party and each other Owner executing and delivering a Joinder Agreement further agree to promptly notify Federated should any of the Investors them receive or become aware of any such inquiries, proposals or offers involving any Acquisition Proposal. Seller, each Owner Party and each other Owner executing and delivering a Joinder Agreement shall (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and shall ensure that their Affiliates, directors, trustees, managers, officers, employees, representations, agents and other Person acting on their behalf, and any Owner that is not an Owner Party or that is not executing and delivering a Joinder Agreement) immediately end (and not recommence unless this Agreement is terminated in their capacities as officers accordance with its terms) any discussions or directors activities conducted before the date of CBREthis Agreement with respect to an Acquisition Proposal. Seller also shall, if applicable) will (i) not, directly or indirectly, make, participate in or agree and the Owner Parties shall cause Seller to, promptly request that any confidential or initiateproprietary information regarding Seller, solicitthe Acquired Assets, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE Business or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Product that may have been disclosed (other than to Federated and its Affiliates) in connection with any discussions or activities conducted before the Transactions) being hereinafter referred date of this Agreement with respect to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing an Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant be returned to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingSeller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Federated Investors Inc /Pa/)
Exclusivity. Prior to Until the earlier of the Contribution Closing or and the termination of this AgreementAgreement pursuant to Article IX, unless otherwise mutually agreed in writing by BLUM Seller shall not, and Freeman Spogli, each shall not authorize or permit any of its Affiliates or any of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders other Divesting Entities or any of CBRE and not in its or their capacities as officers or directors of CBRE, if applicable) will (i) notRepresentatives to, directly or indirectly, make(a) encourage, solicit, initiate, respond to (other than solely to decline), facilitate or continue inquiries or discussions regarding any Acquisition Proposal; (b) enter into or participate in any discussions or agree negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates, each other Divesting Entity and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or initiatethat would reasonably be expected to lead to, solicitan Acquisition Proposal. For purposes hereof, encourage “Acquisition Proposal” means any inquiry, proposal or knowingly facilitate offer from any inquiries Person (other than Purchaser or any of its Affiliates or any of its or their Representatives) for the assumption of the Princeton Lease or the making ofsale of all or any material part of the Transferred Assets, excluding any inquiry, proposal or offer with respect toto any sale or other disposition of all of substantially all of the assets of Seller and all of its Affiliates other than the Transferred Assets and the Princeton Lease, whether by sale of stock, sale of assets or otherwise, or a transaction to effect, a any merger, reorganization, share exchange, consolidation, acquisition of control or other business combinationcombination involving Seller and all its Affiliates. In addition to the other obligations under this Section 6.15, recapitalizationSeller shall promptly (and in any event within two (2) Business Days after receipt thereof by Seller or its Representatives) advise Purchaser in writing of any Acquisition Proposal, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesrequest for information with respect to any Acquisition Proposal, or any purchase inquiry with respect to or sale which would reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of 20% such request or more Acquisition Proposal, and the identity of the consolidated assets (including without limitation stock Person making the same. Seller acknowledges that a breach of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result this Section 6.15 will cause irreparable injury not fully compensable in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingdamages.
Appears in 1 contract
Exclusivity. Prior The Company hereby agrees that, unless sooner terminated pursuant to Section 9.1, for the period beginning on the date hereof and ending on the earlier of (a) the Contribution Closing or and (b) the termination of this AgreementOutside Date (the “Exclusivity Period”), unless otherwise mutually agreed in writing by BLUM that the Company will not, and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and Company will cause its Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly: (a) enter into, makesolicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or agree provide any information to, or initiate, solicit, encourage or knowingly facilitate otherwise cooperate in any inquiries or the making ofway with, any proposal person or offer with respect toother entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning (x) any sale of assets of the Company equal to 20% or more of the Company’s assets or to which 20% or more of the Company’s revenues or earnings are attributable (other than, in the case of a transaction sale of assets by the Company in the ordinary course of business), (y) the issuance or acquisition of 20% or more of the outstanding capital stock (on an as converted to effect, a merger, reorganization, share exchangeCompany Common Stock basis) or other voting securities representing 20% or more of the combined voting power of the Company or (z) any conversion, consolidation, business combination, recapitalizationmerger, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE thatwhich, if consummated, would result in any person or other entity or group beneficially owning securities representing 20% or more of the total combined voting power of CBRE the Company, other than with ShoulderUp, Holdings the Merger Subs, and their Representatives (an “Acquisition Transaction”); (b) furnish or disclose any non-public information to any person or entity in connection with an Acquisition Transaction; (c) enter into any definitive agreement regarding an Acquisition Transaction; or (d) prepare or take any material steps in connection with consummating an initial public offering of any securities of the surviving parent entity in such transaction) Company or any of its subsidiariessubsidiaries (or any successor of the Company or any of its affiliates), in each case case, other than in connection with the Transactions (any such proposal, offer or transaction (other than consummation of the Transactions) being hereinafter referred ; provided, however, that the parties may mutually agree to as a "Competing Acquisition Proposal"extend the Exclusivity Period in writing. For the avoidance of doubt, the parties expressly acknowledge and agree that the Company’s ongoing efforts to raise additional working capital (whether by issuance of equity securities, debt securities (including convertible notes), (iiSAFEs or using similar means) vote without effectuating a change of control prior to Closing, shall not constitute an Acquisition Transaction. The restrictions in this Section 7.5 shall not apply to Permitted Financings, PIPE Financings or consent (or cause to be voted or consented), in person or any Line of Credit contemplated by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingthis Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (ShoulderUP Technology Acquisition Corp.)
Exclusivity. Prior During the Interim Period, except with respect to this Agreement and the earlier transactions contemplated hereby, the Company and the Stockholders agree that they will not, and they will cause the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, lending, financing, legal or accounting firm retained by it or any of them and any individual member or employee of the Contribution Closing foregoing) (each, an “Agent”) not to: (a) initiate, encourage, solicit or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notseek, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, or implementation of any proposal or offer (including any proposal or offer to its stockholders or any of them) with respect to, or a transaction to effect, a merger, reorganization, share exchangeacquisition, consolidation, business combination, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving CBRE involving, or any purchase ** CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (**) DENOTE SUCH OMISSIONS. of all or any substantial portion of the assets or any securities of, the Company or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions Subsidiaries (any such proposal, proposal or offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition “Proposal"”); (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (iic) vote otherwise facilitate or consent cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. If the Company, any of its Subsidiaries or cause any Agent has provided any Person (other than Buyer’s or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to a Proposal, they shall request the immediate return thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be voted initiated or consented)continued with, in person or by proxyit, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual of its Subsidiaries or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the foregoingidentity of the party making, and the terms and conditions of, any such Proposal, inquiry or request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing.
Appears in 1 contract
Exclusivity. Prior to From and after the earlier of the Contribution Closing or date hereof until the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM Seller shall not, and Freeman Spogli, each shall not authorize or knowingly permit any of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders its Subsidiaries or any of CBRE and not in its or their capacities as officers or directors of CBRE, if applicable) will (i) notRepresentatives to, directly or indirectly: (a) solicit, make, participate in or agree toinitiate, or initiate, solicit, encourage take any action to knowingly facilitate or knowingly facilitate encourage any inquiries or the making of, of any proposal from a Person or offer group of Persons (other than Buyer and its Affiliates) that may constitute, or would reasonably be expected to lead to, an Acquisition Proposal; (b) enter into or participate in any discussions or negotiations with any Person or group of Persons (other than Buyer and its Affiliates) regarding any Acquisition Proposal; (c) furnish any non-public information with respect to, or a transaction afford access to effectany Person or group of Persons (other than Buyer and its Representatives) to, a mergerthe assets, reorganizationbusiness, share exchangeproperties, consolidation, business combination, recapitalization, liquidation, dissolution books or similar transaction involving CBRE records of Seller or any of its subsidiariesSubsidiaries related to the Business, any Program, any Products or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiariesTransferred Asset, in each case other than all cases, for the Transactions (purpose of assisting with or knowingly facilitating any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), ; or (iid) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent arrangement, or understanding, including any letter of intent, term sheet, or other similar document, relating to any Acquisition Proposal. As of the date hereof, Seller and each of its Subsidiaries shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations, and other communications with any Persons other than Buyer and its Affiliates and their respective Representatives conducted heretofore with respect to any Acquisition Proposal. Upon the receipt by Seller or any of its -44- Subsidiaries of any inquiry or proposal, oral or written, regarding any Acquisition Proposal involving a Third Party, Seller shall promptly notify Buyer in writing (but in any event within [***] and provide Buyer with an oral and written description (setting forth, the price, identity of the foregoingThird Party and other material terms) of any Acquisition Proposal. For clarity, the Parties acknowledge and agree that nothing in this Agreement shall restrict any actions by Seller and its Subsidiaries, and their respective Representatives, with respect to any merger or business combination involving Seller or any acquisition or purchase by a Third Party of any outstanding or newly issued equity securities of Seller.
Appears in 1 contract
Exclusivity. Prior Seller and Parent will not, and will not permit the Company or any of its respective officers, directors, limited liability company managers, employees or other agents or representatives of Seller or Parent to, at any time prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notAgreement under Article X, directly or indirectly, make(i) solicit, participate in initiate or agree encourage, or cooperate with, or enter into any contract, agreement or understanding related to, any Acquisition Proposal, or initiate(ii) discuss or engage in negotiations concerning any Acquisition Proposal with, solicit, encourage or knowingly facilitate further disclose any inquiries or non-public information relating to the making of, any proposal or offer with respect Business to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% in connection with an Acquisition Proposal, in each case, other than J&J and its representatives and advisors. Seller and Parent shall, and shall cause the Company and their respective directors, officers, limited liability company managers, employees, agents and representatives to, cease immediately any and all existing discussions or more negotiations, if any, with any third party conducted prior to the date of this Agreement with respect to any Acquisition Proposal. Seller and Parent will promptly advise J&J if any Acquisition Proposal is received by the total voting power of CBRE (Company, Seller or of Parent, including the surviving parent entity in such transaction) terms thereof. Notwithstanding anything herein to the contrary, if Seller or Parent, or any of its subsidiariestheir respective Subsidiaries or representatives receives an inquiry, in each case proposal or offer from any Person or group relating to any transaction other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing an Acquisition Proposal", including a sale, purchase, merger, consolidation, combination or other transaction involving Parent (a “Separate Proposal”), then Seller and Parent, and, any of the representatives of any of the foregoing, as applicable, may (i) furnish any information and other access to any Person making such Separate Proposal and any of its representatives, (ii) vote engage in discussions or consent (negotiations with any Person making such Separate Proposal and any of its representatives or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreementtransaction relating to such Separate Proposal. However, xxxxxxxxxx xx arrangement that the existence of a Separate Proposal will not relieve the obligations of Seller and Parent set forth in this Agreement and any Ancillary Document to which Seller or Parent is inconsistent with any party, including, selling the Purchased Equity, and conveying the Transferred Intellectual Property and (by the sale of the foregoingPurchased Equity) the entirety of the Business and the assets of the Company, to J&J and the consummation of the other transactions contemplated by this Agreement, in each case, on the terms and conditions set forth in this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Golden Entertainment, Inc.)
Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in Neither Seller nor Selling Members nor anyone acting on their capacities as officers or directors of CBRE, if applicable) will (i) notbehalf is currently involved, directly or indirectly, make, participate in or agree any activity which is intended to, or initiatenor for so long as this Agreement is in effect, solicit, encourage or knowingly facilitate any inquiries or the making ofshall Seller, any proposal Selling Member or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notanyone acting on their behalf, directly or indirectly, sell(a) encourage, transfer solicit, initiate or participate in discussions or negotiations with, or provide any information to or cooperate in any manner with any Person, other than Buyer or its Affiliates (collectively “Excluded Persons”), or an officer, partner, employee or other representative of an Excluded Person, concerning the sale of all or any part of the Core Business, any assets of Seller (other than Excluded Assets) or any capital stock or other securities of Seller, whether such transaction takes the form of a sale of stock, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise dispose or any joint venture or partnership or (b) otherwise solicit, initiate or encourage the submission (or attempt to submit) of any shares inquiry or proposal contemplating the sale of CBRE Common Stock beneficially owned by such party (including, without limitation, in all or any part of the case of Freeman SpogliCore Business, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and sale of any Assets of Seller (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with including any of the foregoingPurchased Assets and excluding any Excluded Assets) or any capital stock, membership interests or other securities of Seller or any of its Affiliates or Subsidiaries, whether such transaction takes the form of a sale of equity, assets, merger, consolidation or otherwise, or issuance of debt securities or making of a loan or any joint venture or partnership or (c) consummate any such transaction or accept any offer or agree to engage in any such transaction. Seller or Selling Members shall promptly (within 24 hours) communicate to Buyer the terms of any proposal, contract or sale which it may receive in respect of any of the foregoing and respond to any such communication in a manner reasonably acceptable to Buyer. The notice of Seller and each Selling Member under this Section 5.4 shall include the identity of the person making such proposal or offer, copies (if written) or a written description of the terms (if oral) thereof and any other such information with respect thereto as Buyer may reasonably request.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cyalume Technologies Holdings, Inc.)
Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM Seller will not and Freeman Spogli, will cause each of the Investors its respective officers, employees, directors, managers, members, partners, equityholders, advisors, financing sources, representatives and agents or Affiliates not to, (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicablea) will (i) not, directly or indirectlyindirectly solicit, makeinitiate, participate in or agree toencourage (including by way of furnishing information), or initiate, solicit, encourage or knowingly take any other action to facilitate any inquiries inquiry or the making ofof any proposal which constitutes, or could reasonably be expected to lead to, any proposal acquisition or purchase of a substantial portion of the assets, equity interests or other securities of Seller or any tender offer with respect toor exchange offer, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalizationjoint venture, sale of substantially all assets, sale of securities, re-capitalization, spin-off, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesSeller, or any purchase other transaction, the consummation of which would or sale of 20% could reasonably be expected to prevent or more materially delay the consummation of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, transactions contemplated by this Agreement or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE Related Agreement (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, or furnish to any other Person any information with respect to the business or assets of Seller in connection with an Alternate Transaction Proposal, or otherwise cooperate 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 without the prior written consent of Purchaser. Seller will, promptly terminate any discussions or negotiations regarding an Alternate Transaction Proposal. Seller will promptly notify Purchaser in the event that Seller or any of their respective officers, directors, managers, employees, securityholders, advisors, representatives and agents receives any unsolicited indication of interest or proposal regarding an Alternate Transaction Proposal, including the identity of the Person indicating such interest or making such Alternate Transaction Proposal and a copy thereof. Without limiting the generality of the foregoing, the Parties acknowledge that the current timeline for submitting a change of ownership application with the MED is one hundred twenty (120) days and that the covenants set forth in this Section 5.6 shall continue until the Closing Date or the termination of this Agreement in accordance with ARTICLE VIII, whichever occurs first.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.)
Exclusivity. Prior to Seller agrees that after the date hereof until the earlier of the Contribution Closing or the termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM it shall not, and Freeman Spoglishall not authorize, each permit or instruct any of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE Affiliates to, and shall direct its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, agents, advisors and representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make(i) solicit, initiate, or purposefully facilitate or purposefully encourage the submission, making or announcement of any Acquisition Proposal, (ii) initiate, engage, participate in or agree purposefully encourage any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or initiate, solicit, take any other action knowingly to facilitate or encourage or knowingly facilitate any inquiries or the making ofof any proposal that constitutes, or would reasonably be expected to lead to, any proposal Acquisition Proposal, or offer (iii) enter into or become bound by any letter of intent or other agreement with respect to any Acquisition Proposal. Without limiting the generality of the foregoing, Seller shall, and shall cause its Affiliates to, and shall direct its and its Affiliates’ investment bankers, attorneys, accountants, agents, advisors and representatives to, promptly cease and cause to be terminated any existing discussions or negotiations with any Person conducted prior to the date hereof with respect to any Acquisition Proposal. Promptly following the date hereof, Seller shall, or shall cause a transaction representative of Seller to, instruct any such Person to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution return or similar transaction involving CBRE destroy all nonpublic information provided to such Person in connection with such Person’s consideration of any Acquisition Proposal in accordance with the confidentiality agreements entered into between Seller or any of its subsidiaries, or Affiliates and any purchase or sale of 20% or more of the consolidated assets such Person. Seller shall promptly (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result but in any person event within twenty-four (24) hours of receipt thereof) notify Buyer of any indication of interest, inquiry, proposal, offer or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) request for information relating to an Acquisition Proposal that is received by Seller or any of its subsidiaries, in each case other than Affiliates on and after the Transactions (any such proposal, offer or transaction (other than date hereof and prior to the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingClosing.
Appears in 1 contract
Exclusivity. Prior to Except for those transactions publicly disclosed by Seller between December 1, 2007 and the earlier of the Contribution Closing or the termination date of this Agreement, unless otherwise mutually agreed in writing by BLUM Seller shall not (and Freeman SpogliSeller shall cause its Affiliates, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE representatives, officers, managers, employees, directors and agents not in their capacities as officers or directors of CBRE, if applicable) will (i) notto), directly or indirectly, make, participate in or agree to, or initiate(a) submit, solicit, initiate, encourage or knowingly facilitate any inquiries or the making of, discuss any proposal or offer from any Person (other than Buyer and its Affiliates in connection with respect to, the transactions contemplated hereby) or a transaction enter into any agreement or accept any offer relating to effect, a merger, or consummate any (i) reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE recapitalization of the Business or any of its subsidiariesPurchased Assets, (ii) merger or consolidation involving the Business or any Purchased Assets, (iii) purchase or sale of 20% or more of the consolidated assets any Purchased Assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions purchase and sale of inventory and the purchase of capital equipment in the ordinary course of business), or (iv) similar transaction or business combination involving the Business or any Purchased Assets (each of the foregoing transactions described in clauses (i) through (iv), a “Business Transaction”) or (b) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than Buyer and its Affiliates) to do or seek to do any of the foregoing. Seller agrees to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Business Transaction. Seller represents and warrants that Seller and its Affiliates have each ceased all discussions with all Persons (other than Buyer) regarding all of the foregoing, and that no Seller nor any Seller’s officers, directors, affiliates, partners, trustees, agents or representatives is a party to or bound by any agreement relating to any of the foregoing, other than agreements with Buyer. Seller hereby agrees to notify Buyer immediately upon the receipt of any proposal, offer, inquiry or contact with respect to any of the foregoing and will promptly provide Buyer with copies of and disclose to Buyer the details concerning any such proposal, offer inquiry or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingcontact.
Appears in 1 contract
Exclusivity. Prior to the earlier of the Contribution Closing ----------- or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM XXXX and Freeman SpogliXxxxxxx Xxxxxx, each of the Investors (in thexx xndivixxxx xxxxxxxxxs their individual capacities as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be ------------------------------ voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman SpogliXxxxxxx Xxxxxx, the warrant to acquire 364,884 shares xx XXXX Xxxxxx of CBRE Common Stock held by Freeman SpogliXxxxxxx Xxxxxx) and (iv) not enter into any agreement, xxxxxxxxxx xx commitment or arrangement that is inconsistent with any of the foregoing.
Appears in 1 contract
Samples: Contribution and Voting Agreement (Fs Equity Partners Iii Lp)
Exclusivity. Prior (a) This paragraph applies to any discussions or negotiations (the earlier “Third Party Negotiations”) between QUICKPAY and/or any of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors its affiliates (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariestheir respective agents, employees, advisers or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiariesother representatives) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE anyone other than TOT (or a company which is a subsidiary of the surviving parent entity in such transactionTOT) or any of its subsidiariesofficers, in each case agents, employees, advisers or other than representatives (a “Third Party”) relating to a “Corporate Activity”, being: i. The disposal (whether by way of sale, offer, transfer, joint venture, business combination or otherwise) of the Transactions (whole or any part of the issued or any new equity or an other ownership interest or any instruments convertible into such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent ownership interest (or any interest in such equity or any other ownership interest) of or in QUICKPAY, or ii. Granting any rights or options to operate all or part of the existing and/or future business of QUICKPAY; or iii. The disposal (whether by way of sale, offer, transfer, joint venture, business combination or otherwise) of all or any part of the Business or the assets of QUICKPAY. (b) Immediately on signing of this letter of intent, each of QUICKPAY and its affiliates (and their respective agents, employees, advisers or other representatives) shall, and shall cause to be voted their respective agents, employees, advisers or consented)other representatives to, in person terminate, or by proxyprocure the termination of, any Subject Shares against Third Party Negotiations currently taking place. None of QUICKPAY or any Competing Acquisition Proposal at of its affiliates nor any meeting of their respective agents, employees, advisers or other representatives directly or indirectly: i. Induce solicit, procure or otherwise encourage a Corporate Activity from a Third Party; ii. Enter into, re-start, solicit, initiate or otherwise participate in any Third Party Negotiations; iii. Enter into any letter of intent, agreement, arrangement or understanding (whether annual or special and whether or not an adjourned in writing and/or whether or postponed meetingnot legally binding) of stockholders of CBRErelating to a Corporate Activity, (iii) not, directly whether pursuant to any Third Party Negotiations or indirectly, sell, transfer otherwise; or iv. Supply or otherwise dispose of disclose any shares of CBRE Common Stock beneficially owned by such information about the Transaction to a party (includingthat wishes, without limitationor may wish, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that Third Party Negotiations (unless the information is inconsistent with any publicly available). STRICTLY PRIVATE AND CONFIDENTIAL TOT Group + Quickpay Letter of the foregoing.Intent
Appears in 1 contract
Samples: Net Element International, Inc.
Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliSeller, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE Seller Interestholders and not in their capacities as officers or directors of CBRE, if applicable) respective Affiliates will (i) not, directly or indirectly: (a) initiate, makeencourage, participate solicit or engage in any negotiations, communications or agree other contact, or enter into any Contract or have any understandings (including any letter of intent, purchase agreement or similar agreement), whether written or oral or binding or non-binding, in each case with, or provide any information to, any Person other than Buyer, Parent and their representatives with respect to (i) any sale or initiatelicense of all or any portion of the Business, solicit, encourage or knowingly facilitate any inquiries the Assets or the making ofmembership interests of Seller, (ii) any proposal or offer with respect to, or a transaction to effect, a merger, reorganizationconsolidation, share exchange, consolidation, business combination, issuance of securities, direct or indirect acquisition of securities, recapitalization, liquidationtender offer, dissolution exchange offer or other similar transaction involving CBRE with Seller or any of its subsidiariesthe Seller Interestholders, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement other transaction that is inconsistent with the Contemplated Transactions (each an “Acquisition Proposal”), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal or (c) disclose any nonpublic information relating to the Business or afford access to the properties, books or records relating to the Business or the Assets to any Person that to the Knowledge of Seller or the Seller Interestholders may be considering an Acquisition Proposal. Seller shall promptly notify Buyer if Seller, the Seller Interestholders or any of their respective Affiliates or representatives receives any requests for information, proposals, inquiries or other contact from any Person relating to an Acquisition Proposal (including the foregoingidentity of such Person, the material terms of any proposal and a reasonable description of all related communications). Seller, the Seller Interestholders and their respective Affiliates shall be responsible for the conduct of their representatives or other Persons acting on their behalf that is inconsistent with this Section 5.7. Seller will thereafter keep Buyer informed of the subsequent status and terms of any such proposals.
Appears in 1 contract
Samples: Asset Purchase Agreement (BigCommerce Holdings, Inc.)
Exclusivity. Prior Except with respect to this Agreement and the earlier transactions contemplated hereby, no Stockholder and none of their affiliates shall, and each of them shall cause the Company and their respective employees, agents and representatives (including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the Contribution Closing foregoing) (each, an "Agent") not to, (a) initiate, solicit or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notseek, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, or implementation of any proposal or offer (including any proposal or offer to its Stockholders or any of them) with respect to, or a transaction to effect, a merger, reorganization, share exchangeacquisition, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesinvolving, or any purchase of all or sale of 20% or more any portion of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale equity securities of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case Company other than any such transaction effected or to be effected in the Transactions ordinary course of business (any such proposal, proposal or offer or transaction (other than the Transactions) being hereinafter referred to as a an "Competing Acquisition Proposal"), or (iib) vote engage in any negotiations concerning, or consent provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or cause attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, and the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then the Stockholders shall request the immediate return thereof. The Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers relating to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be voted initiated or consented)continued with, in person it or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual individual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, entity referred to in the case first sentence of Freeman Spoglithis Section 7.1(j). The covenant contained in this Section 7.1(j) shall not survive any termination of this Agreement pursuant to Sections 11.1, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoing11.2 or 11.3.
Appears in 1 contract
Exclusivity. Prior to Between the earlier of Signing Date and the Contribution Closing or Closing, Seller Parent shall not, and shall cause and direct its Subsidiaries (including the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM Acquired Companies) and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and their Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (a) initiate, solicitsolicit or encourage (including by providing information), encourage induce or knowingly facilitate take any inquiries other action which would reasonably be expected to lead to the making, submission or the making announcement of, any proposal inquiries, proposals or offer offers with respect to, or the making or completion of, an Acquisition Proposal, (b) furnish to any other Person any information with respect to any Acquisition Proposal, (c) other than informing Persons of the provisions contained in this Section 5.21, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to facilitate or induce any effort or attempt to make or implement an Acquisition Proposal, (d) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring Seller Parent or the Acquired Companies, or any of their Affiliates, to abandon or terminate its obligations under this Agreement, or (e) agree, resolve or commit to do any of the foregoing. Notwithstanding the foregoing, Buyer Parent acknowledges and agrees that any disclosure required to be made by Seller Parent or any of its Affiliates pursuant to applicable Law not intended to solicit Acquisition Proposals, will be deemed not to violate the provisions of this Agreement. Seller Parent shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing and terminate access to any “data rooms”. Seller Parent and the Acquired Companies agree to notify Buyer Parent immediately if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and provide Buyer Parent with a transaction description of the material terms and conditions thereof, including the identity of such Person; provided that Seller Parent and the Acquired Companies shall have the right to effectrespond to such Acquisition Proposal or proposal, offer, inquiry or contact solely to inform such Person that Seller Parent and the Acquired Companies are subject to contractual restrictions and may not discuss such matters. Seller Parent shall not, and shall cause its Subsidiaries (including the Acquired Companies) not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller Parent or any of its Subsidiaries is a party, without the prior written consent of Buyer Parent. Notwithstanding the foregoing, nothing in this Section 5.21 shall restrict Seller Parent from taking any action with respect to a proposal, offer, inquiry or contact from any Person relating to any direct or indirect acquisition by such Person of any equity interests or control of Seller Parent or any assets of Seller Parent which do not comprise in whole or in part the Business or the Transferred Assets, whether by merger, reorganizationconsolidation, tender offer, exchange offer, stock acquisition, binding share exchange, consolidation, business combination, recapitalization, liquidation, dissolution dissolution, joint venture or similar transaction involving CBRE otherwise; provided, that Seller Parent shall cause the applicable acquirer of any Selling Entity or any its assets or of Seller Parent or its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitationthan, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any a sale of the foregoingequity of Seller Parent, if Seller Parent is the surviving entity) to assume any applicable obligations hereunder pursuant to a joinder reasonably satisfactory to Buyer Parent.
Appears in 1 contract
Samples: Transaction Agreement (Viatris Inc)
Exclusivity. Prior Between the Agreement Date and 11:59 p.m., Pacific time on May 12, 2010 (the “Exclusive Period”), the Company will not, and will not authorize or direct or knowingly permit any of its or its subsidiaries’, officers, members of its board of directors, agents, advisors, investment bankers, attorneys, accountants and other representatives, in each case that are aware of the discussions between SAP and the Company with respect to the earlier of Transaction (collectively, the Contribution Closing or the termination of this AgreementCompany’s “Representatives”), unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make(i) solicit, initiate, seek, or knowingly encourage, facilitate or induce the making, submission or announcement of any Alternative Proposal (as defined below), (ii) disclose to any person any nonpublic information relating to the Company and/or any of its subsidiaries in connection with, or enter into, participate in in, maintain or continue any communications or negotiations regarding, any Alternative Proposal (as defined below), (iii) agree to, accept, recommend or initiateendorse (or publicly propose or announce any intention or desire to agree to, solicitaccept, encourage recommend or knowingly facilitate endorse) any inquiries Alternative Proposal (as defined below), or (iv) enter into any letter of intent, contract or other agreement relating to any Alternative Proposal (as defined below). For purposes of this agreement, the making ofterm “Alternative Proposal” means any expression of interest in, or agreement, offer or proposal for, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any acquisition of its subsidiaries, or any purchase or sale of 2010% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity outstanding voting securities of CBRE that, if consummated, would result in any person the Company or entity beneficially owning securities representing 2010% or more of the total voting power Company’s assets, whether by way of CBRE (a merger, consolidation, asset sale, stock purchase, tender offer or of the surviving parent entity in such transaction) other business combination, or any of its subsidiariessimilarly material, in each case non-ordinary course development, license or joint venture transaction, other than the Transactions (any such proposaloffer, offer proposal or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote indication of interest made by or consent (or on behalf of SAP. The Company will immediately cease and cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting terminated (whether annual or special and whether or during the Exclusive Period will not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer resume or otherwise dispose of continue) any shares of CBRE Common Stock beneficially owned by such party (includingand all existing activities, without limitationdiscussions and negotiations with any persons conducted heretofore with respect to any Alternative Proposal. In the event that the Company receives an Alternative Proposal, or a request for nonpublic information relating to the Company in connection with an Alternative Proposal, from any person during the case of Freeman SpogliExclusive Period, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held Company will provide SAP with notice of such event within 24 hours after such receipt by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingCompany.
Appears in 1 contract
Samples: Exclusivity Agreement (Sap Ag)
Exclusivity. Prior to From and after the date of this Agreement until the earlier of the Contribution Closing or the termination of this AgreementAgreement pursuant to Article VIII, unless otherwise mutually agreed in writing by BLUM the Sellers will not, and Freeman Spogliwill not authorize or permit any of their respective Subsidiaries, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers Affiliates or directors of CBRE, if applicable) will (i) notRepresentatives to, directly or indirectly, make(i) solicit, participate in or agree to, or initiate, solicitseek, encourage entertain, encourage, facilitate, support, respond or knowingly facilitate induce the making, submission or announcement of any inquiries or the making ofinquiry, any expression of interest, proposal or offer with respect that constitutes, or would reasonably be expected to lead to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets an Acquisition Proposal (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"defined), (ii) vote enter into, participate in, maintain or consent (continue any communications or cause to be voted negotiations regarding, or consented), in person or by proxytake any other action regarding, any Subject Shares against any Competing inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREProposal, (iii) notdisclose, directly deliver or indirectlymake available to any Person any with respect to the Sellers, selltheir business or affairs (including the existence of this Agreement), transfer for the purpose of facilitating or otherwise dispose of encouraging any shares of CBRE Common Stock beneficially owned by such party (includingeffort or attempt to pursue a possible Acquisition Proposal, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (v) enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent term sheet, letter of intent or any other Contract (whether or not binding) contemplating or otherwise relating to any Acquisition Proposal, or (vi) submit any Acquisition Proposal to the vote of any security holders of the Sellers. The Sellers will, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons with respect to any Acquisition Proposal and request the return or destruction of all confidential information regarding the foregoingSellers or pertaining to any Acquisition Proposal provided to any such Person prior to the date hereof pursuant to the terms of any confidentiality agreement or otherwise. If any Seller’s Representative, in any capacity, takes any action that the Sellers are obligated pursuant to this Section to cause such Representative not to take, then the Sellers shall be deemed for all purposes of this Agreement to have breached this Section.
Appears in 1 contract
Exclusivity. Prior to From the date hereof until the earlier of the Contribution Closing or the termination of this AgreementAgreement pursuant to Section 10.1 and the Closing Date, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliSeller will not permit or cause any of their respective officers, each of directors, employees, investment bankers, attorneys, affiliates, accountants or other agents (collectively, the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable"Seller Representatives") will (i) notto, directly or indirectly, make, participate in or agree to, or : (a) initiate, solicit, seek, encourage knowingly, entertain, support or knowingly take any action to facilitate any inquiries or the making of, of any offer or proposal that constitutes or is reasonably likely to lead to any proposal or offer with respect to, or a transaction to effect, (i) for a merger, reorganization, share exchange, consolidation, consolidation or other business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal")combination concerning Seller, (ii) vote or consent (or cause to be voted or consented), Seller to acquire in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notmanner, directly or indirectly, sellany material part of the assets or any equity securities of Seller, transfer (iii) with respect to any recapitalization or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (includingrestructuring concerning Seller, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and or (iv) not with respect to any other transaction similar to any of the foregoing relating to Seller, (b) engage in negotiations or discussions with, or provide any information or data concerning Seller to, any person (other than Buyer or any of its affiliates or representatives) relating to any such transaction, whether made before or after the date of this Agreement, or (c) enter into any agreementletter of intent, xxxxxxxxxx xx arrangement that is inconsistent agreement in principle, acquisition agreement or any other agreement with respect to any such transaction. From the date hereof until the earlier of the foregoingtermination of this Agreement pursuant to Section 10.1 and the Closing Date, Seller shall notify Buyer as promptly as practicable, and in any event not later than the next day, of any inquiries, expressions of interest, requests for information or access to property, books or records, proposals or offers received by Seller, its officers or its directors or, to the best of its knowledge, any other Seller Representatives, from any person that informs Seller that it is considering making, or has made, a proposal relating to a transaction described above indicating, in connection with such notice, the name of the person who made such inquiries, expressions of interest, requests, proposals or offers and the material terms and conditions of any proposals or offers, and thereafter shall keep Buyer informed, on a current basis, of any changes in the status and content of any such proposals or offers. Seller agrees that it will take the necessary steps to promptly inform the Seller Representatives of the obligations undertaken in this Section 6.9.
Appears in 1 contract
Exclusivity. Prior to The Company and the earlier Seller agree that, during the Interim Period, on behalf of the Contribution Closing themselves and their Affiliates, neither they nor any of their respective officers, directors, employees, stockholders, partners, members, agents, financial advisors, consultants, attorneys, accountants, representatives or the termination of this Agreementother advisors will, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers directly or directors of CBRE, if applicable) will indirectly (i) notsolicit, directly initiate, knowingly facilitate or indirectly, make, encourage the submission of any Acquisition Proposal or accept any such Acquisition Proposal; (ii) participate in any discussions, negotiations or agree other communications (as a sender thereof) regarding, or furnish to any Person any information with respect to, or initiate, solicit, encourage or take any other action to knowingly facilitate or encourage any inquiries or the making ofof any proposal that constitutes, or could reasonably be expected to lead to, any proposal or offer with respect toAcquisition Proposal (except to provide notice of the existence of these provisions), or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result otherwise knowingly cooperate in any person way, knowingly assist or entity beneficially owning securities representing 20% knowingly participate in, knowingly facilitate or more of the total voting power of CBRE (knowingly encourage any effort or of the surviving parent entity in such transaction) or attempt by any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred Person to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause seek to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with do any of the foregoing; or (iii) enter into any agreement with respect to any Acquisition Proposal. Immediately following the execution and delivery of this Agreement, the Company shall, and the Company shall cause its and its Subsidiaries’ respective officers, directors, employees, agents, financial advisors, consultants, attorneys, accountants, representatives or other advisors to, cease and cause to be terminated all existing discussions, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. If any Person, whether in his or her capacity as a representative of the Company or the Seller, takes any action that the Company is obligated pursuant to this Section 8.3 to cause such Person not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 8.3. The Company and the Seller shall, as promptly as practicable, notify Buyer if any other proposals or offers, or any expressions of interest for the Company are made, including the terms and conditions of such inquiry or proposal (unless such disclosure is prohibited by a confidentiality agreement executed prior to the date hereof). The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.
Appears in 1 contract
Exclusivity. Prior to the earlier In consideration of the Contribution Closing or Buyer entering into this Agreement and devoting significant time and resources towards exploring a possible transaction, until the Release Time (1) each of the Sellers will cease, and will cause each entity within the Acquired Group and their respective Affiliates, employees, legal counsel, accountants, financial advisors, accountants, consultants and other representatives to cease, all existing discussions among each entity within the Acquired Group and the Sellers with any third party with respect to any Acquisition Proposal (as defined below) and (2) prior to any termination of this Agreement as set forth in Article 11 hereto, each entity within the Acquired Group and each Seller and each of their respective employees, legal counsel, accountants, financial advisors, consultants and other representatives will not engage in, respond to or continue any Solicitation (as defined below) or take any action to authorize or permit any of the foregoing to engage in or continue any Solicitation. Each of the Sellers hereby represents to the Buyer that neither it, any entity within the Acquired Group nor any of their respective Affiliates, employees, legal counsel, accountants, financial advisors, consultants or other representatives is now engaged in discussions or negotiations with any other party other than the Buyer with respect to any Acquisition Proposal. The term “Acquisition Proposal” shall mean any proposal for (A) a sale or issuance of any Units or other Equity Interests of any entity within the Acquired Group, (B) a merger, consolidation, sale of a substantial portion of the assets or any similar transaction or business combination involving any entity within the Acquired Group, (C) any other transaction involving any entity within the Acquired Group or any of their Equity Interests or assets that would have an effect similar to the transactions described in (A) or (B), or (D) any other transaction that would reasonably likely have the effect of proscribing the transactions contemplated in this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogliincluding, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers without limitation, a recapitalization or directors of CBRE, if applicable) will (i) notrefinancing. The term “Solicitation” shall mean any action or activity pursuant to which any Person, directly or indirectly, makesolicits, participate in entertains or agree enters into any agreement, negotiations with, or furnishes any information to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Person (other than the Transactions) being hereinafter referred Buyer or any agent, Affiliate, representative or other designee of the Buyer), with respect to as a "Competing any Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in discussions between or among the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingSellers.
Appears in 1 contract
Exclusivity. Prior to During the earlier Pre-Closing Period, none of the Contribution Closing or the termination of this AgreementSeller Parties shall (and Seller Parties shall cause their respective Affiliates, unless otherwise mutually agreed in writing by BLUM officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors, and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and other agents not in their capacities as officers or directors of CBRE, if applicable) will (i) notto), directly or indirectly: (a) solicit, make, participate in initiate or agree toencourage (including by way of furnishing any information relating to Seller or the Business), or initiateinduce or take any other action which could reasonably be expected to lead to the making, solicit, encourage submission or knowingly facilitate any inquiries or the making announcement of, any proposal or offer with respect inquiry that constitutes, or could reasonably be likely to lead to, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 6.4, enter into, continue or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE participate in any discussions or any of its subsidiaries, negotiations regarding any Acquisition Proposal or otherwise take any purchase action to facilitate or sale of 20% induce any effort or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, attempt to make or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing implement an Acquisition Proposal"); (c) approve, (ii) vote endorse, recommend or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreementAcquisition Proposal or any letter of intent, xxxxxxxxxx xx arrangement that is inconsistent with memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring any Seller Party to abandon or terminate its obligations under this Agreement; or (d) agree, resolve or commit to do any of the foregoing. Seller Parties agree to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and, to the extent permitted by non-disclosure agreements entered into prior to the date hereof, provide Buyer with a description of the material terms and conditions thereof, including the identity of such Person. Seller Parties shall immediately cease and cause to be terminated any discussions with any Person (other than Buyer) concerning any proposal relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, Seller Parties shall use their respective commercially reasonable efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any confidential information previously furnished to any such Person by any Seller Party or any of their respective officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors or other agents. Seller Parties release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Seller Party is a party, without the prior written consent of Buyer.
Appears in 1 contract
Exclusivity. Prior to Until the earlier Closing Date, neither the Seller nor any of the Contribution Closing its Representatives or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, controlling shareholders shall directly or indirectlyindirectly in any manner (nor permit any subsidiary to) (a) entertain, makesolicit or encourage, participate (b) furnish or cause to be furnished any information to any Persons (other than the Purchaser or its Representatives) in or agree toconnection with, or initiate, solicit, encourage (c) negotiate or knowingly facilitate any inquiries or the making ofotherwise pursue, any proposal or offer discussions for or in connection with respect toany possible sale of any Purchased Interests or of the businesses of the Subject Companies, no matter how structured, including without limitation by sale of all or any significant or controlling part of the shares in the capital of the Seller, by sale or license of all or any significant part of the property and assets of either Subject Company, or a transaction by any merger or other business combination involving the Seller or otherwise (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). The Seller shall immediately notify the Purchaser in writing of (i) the receipt of any proposal for an Alternative Transaction or any requests for any information relating to effectthe Seller, the Subject Companies, their respective business or for access to the properties, books or records of either Subject Company by any Person which has informed the Seller that such Person is considering making, or has made, a mergerproposal for an Alternative Transaction, reorganizationand (ii) the terms of any such Alternative Transaction. The Seller shall be responsible for any breach by its Representatives or controlling shareholders of any of the provisions of this Section 9.15. In the event that any of the provisions of this Section 9.15 are breached by the Seller, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE Idlewood Properties or any of their respective Representatives or controlling shareholders, the Seller (on behalf of itself and Idlewood Properties) shall reimburse the Purchaser for all of its subsidiariesand its Affiliates’ legal, or any accounting and other professional advisory fees, costs, expenses and other out-of-pocket expenses incurred in connection with the purchase or and sale of 20% or more the Purchased Interests and the preparation, execution and delivery of this Agreement and the consolidated assets (including without limitation stock of its subsidiaries) of CBRE Confidentiality Agreement and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause all documents and instruments to be voted executed pursuant to this Agreement and the Confidentiality Agreement and such reimbursement shall be paid by the Seller to the Purchaser on or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) before the 20th Business Day following the date that the Purchaser provides the Seller with reasonable evidence of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingout-of-pocket expenses.
Appears in 1 contract
Samples: Purchase Agreement (Tredegar Corp)
Exclusivity. Prior to From the date hereof until the earlier of the Contribution Closing or the termination of this AgreementAgreement pursuant to Article 7 and the Closing Date, unless otherwise mutually agreed in writing by BLUM the Company will not, and Freeman Spogliwill cause the officers, each directors, Securityholders, employees, financial advisors, representatives, agents and Affiliates of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and Company not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make(a) solicit, participate in or agree to, or initiate, solicitfacilitate, seek, entertain, encourage or knowingly facilitate support any inquiries inquiry, proposal or the making ofoffer from any Person (other than Parent) in respect of an Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent) in respect of an Acquisition Transaction; or (c) accept any proposal or offer with from any Person (other than Parent) in respect of an Acquisition Transaction. Upon execution of this Agreement, the Company will, and will cause the officers, directors, employees, financial advisors, representatives, agents and Affiliates of the Company to, immediately cease and cause to be terminated any existing direct or indirect discussions with any Person (other than Parent) that are in respect of an Acquisition Transaction. From the date hereof until the earlier of the termination of this Agreement pursuant to Article 7 and the Closing Date, the Company will, and will cause the officers, directors, Securityholders, employees, financial advisors, representatives, agents and Affiliates of the Company to, promptly (and in no event later than 24 hours after receipt thereof) notify Parent orally and in writing of any proposal, offer, inquiry or notice concerning an Acquisition Transaction or that would reasonably be expected to lead to a transaction proposal relating to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesAcquisition Transaction, or any purchase request for information from a Person in respect of an Acquisition Transaction or sale of 20% or more that would reasonably be expected to lead to a proposal relating to any Acquisition Transaction (including the identity of the consolidated assets Person making or submitting such proposal, offer or request, the material terms thereof and a copy of any written proposal, offer or request) that is received by the Company or any Affiliate or representative of the Company. The Company will keep Parent informed on a reasonably current basis (including without limitation stock of its subsidiariesand, in any event, within 24 hours) of CBRE the status and its subsidiaries, taken as a whole, or details of any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (material modifications to any such proposal, offer or request. “Acquisition Transaction” means any transaction involving (1) the sale, license, disposition or acquisition of all or a substantial portion of the business or assets of the Company; (2) the issuance, disposition or acquisition (other than as expressly contemplated under the Transactionsterms of this Agreement) being hereinafter referred of (A) any shares or other equity security of the Company (other than shares in the capital of the Company issued to as a "Competing Acquisition Proposal"employees of the Company or any of its Subsidiaries upon exercise of Company Options in routine transactions in accordance with the Company’s past practices or in connection with the actions identified in Section 5.2 of the Disclosure Schedule), (iiB) vote any option or consent other right (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meetingimmediately exercisable) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of to acquire any shares or other equity security of CBRE Common Stock beneficially owned by such party the Company (includingexcept for the actions identified in Section 5.2 of the Disclosure Schedule), without limitationor (C) any security, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement instrument or obligation that is inconsistent with or may become convertible into or exchangeable for any equity security of the foregoingCompany (except for the actions identified in Section 5.2 of the Disclosure Schedule); or (3) any merger, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization or similar transaction involving the Company. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GX Acquisition Corp.)
Exclusivity. Prior As an inducement to the Buyer to enter into this Agreement, and in consideration of the time and expense which it has devoted and will devote to the transactions contemplated hereby during such period, subsequent to the execution of this Agreement and until the earlier of (i) the Contribution Closing or Date and (ii) the termination of this AgreementAgreement in accordance with Section 10.1, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each neither of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or Seller nor any of its subsidiariesshareholders, directors, members, managing members, managers, officers or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party agents (including, without limitation, any investment banker, attorney or accountant retained or acting on behalf of Seller or any shareholder, director, member, managing member, manager or officer of Seller) will, directly or indirectly, (i) initiate, solicit, encourage, entertain or respond to any inquiry or proposal with respect to a merger, consolidation, share exchange, business combination, liquidation, or dissolution (unless such transaction shall be structured in the case of Freeman Spoglia manner that is consistent with, and does not adversely affect, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman SpogliBuyer’s rights under this Agreement) and or sale of all or a portion of the assets of the Business (ivan “Acquisition Proposal”), or (ii) not enter into any agreementdiscussions, xxxxxxxxxx xx arrangement that is negotiations or agreements concerning an Acquisition Proposal with, or disclose any information concerning the Business, its business or properties or afford any access to its properties, books and records to, or otherwise assist or facilitate any effort relating to an Acquisition Proposal, by any Person. The Seller will immediately cease any existing discussions with any Persons concerning any Acquisition Proposal. The Seller or its shareholders, directors, members, managing members, managers, officers or agents will, as the case may be, promptly notify the Buyer regarding any contact between Seller or its shareholders, directors, members, managing members, managers, officers or agents and any other Person regarding any inquiry or contact (and any material terms thereof) with respect to an Acquisition Proposal, unless inconsistent with any the fiduciary obligations of the foregoingSeller or its shareholders, directors, members, managing members, managers, officers and agents.
Appears in 1 contract
Exclusivity. Prior to From immediately after the execution and delivery of this Agreement and through the Closing (or the earlier of the Contribution Closing or the termination of this AgreementAgreement pursuant to Article VIII), unless otherwise mutually agreed in writing by BLUM the Company will not, and Freeman Spoglithe Company will cause its Subsidiaries not to, each and will not authorize or permit any of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in its or their capacities as officers directors, partners, officers, managers, employees, agents, Affiliates or directors of CBRE, if applicable) will (i) notAdvisors to, directly or indirectly, maketake any action to solicit, participate encourage, support, facilitate, initiate or engage in discussions or agree negotiations with, or provide any information to, or initiateotherwise cooperate in any way with, solicit, encourage or knowingly facilitate any inquiries or the making of, accept any proposal or offer with respect tofrom, any Person (other than Buyer, Merger Sub and their respective Advisors acting in such capacity) concerning any merger or recapitalization involving the Company or its Subsidiaries, any sale of the Common Stock or other equity interests of the Company or its Subsidiaries, any sale of all or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution material portion of the assets or equity interests of the Company or its Subsidiaries or any similar transaction involving CBRE the Company or its Subsidiaries (other than inventory and equipment sold in the ordinary course of business) (an "Acquisition Transaction"). Upon execution of this Agreement the Company will, and will cause its Subsidiaries and their respective officers, directors, Affiliates and Advisors to, immediately cease and cause to be terminated any and all negotiations or discussions with any third party regarding any proposal concerning any Acquisition Transaction, including any access to any online or other datasites. From immediately after the execution and delivery of this Agreement and through the Closing (or the earlier termination of this Agreement pursuant to Article VIII), the Company will, and will use reasonable best efforts to cause its subsidiariesSubsidiaries and its and their directors, partners, officers, managers, employees, agents, Affiliates and Advisors to, promptly (and in no event later than 24 hours after receipt thereof) notify Buyer in writing (including by electronic mail) of any proposal, offer, inquiry or notice concerning an Acquisition Transaction or that would reasonably be expected to lead to a proposal relating to any Acquisition Transaction, or any purchase request for information from a Person in respect of an Acquisition Transaction (including the material terms thereof and a copy of any written proposal, offer or sale of 20% request) that is received by the Company or more any Affiliate, Advisor or representative of the consolidated assets Company. The Company will use reasonable best efforts to keep Buyer informed on a reasonably current basis (including without limitation stock of its subsidiariesand, in any event, within 24 hours) of CBRE the status and its subsidiaries, taken as a whole, or details of any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (material modifications to any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingrequest.
Appears in 1 contract
Exclusivity. Prior The Company shall immediately cease, and shall cause its Subsidiaries and shall use reasonable best efforts to cause its Representatives to immediately cease, any discussions or negotiations with any Person (other than Parent or its Affiliates) that may be ongoing with respect to a SpinCo Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to a SpinCo Proposal, and shall promptly request that each Person that has been provided with any confidential information in connection with any SpinCo Proposal prior to the earlier date of this Agreement promptly return or destroy such information (if as of the Contribution Closing execution of this Agreement not already so requested), including promptly terminating any access by any Person to any physical or electronic data room relating to any SpinCo Proposal. From the date hereof until the earlier to occur of (a) the termination of this AgreementAgreement pursuant to Article IX and (b) the Effective Time, unless otherwise mutually agreed in writing by BLUM the Company shall not, and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE shall cause its Subsidiaries and shall use reasonable best efforts to cause its Representatives not in their capacities as officers or directors of CBRE, if applicable) will to: (i) notsolicit, directly or indirectly, make, participate in or agree to, or initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or the making of, (including by way of furnishing information which has not been previously publicly disseminated) any proposal from or offer with respect to, or on behalf of a transaction third party relating to effect, a any acquisition (whether by merger, reorganizationpurchase of Interests, share exchangepurchase of assets or otherwise), consolidationexclusive license, business combinationjoint venture, partnership, recapitalization, liquidation, dissolution or similar other transaction involving CBRE any portion of the business or any assets of the Company and its subsidiariesSubsidiaries that, individually or any purchase or sale of 20in the aggregate, constitutes 10% or more of the consolidated net revenues, net income or assets of the SpinCo Business (including without limitation stock taken as a whole) (any of the foregoing, a “SpinCo Proposal”), or any inquiry, proposal or offer which would reasonably be expected to lead to a SpinCo Proposal, (ii) engage in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the SpinCo Business, SpinCo Business Assets or SpinCo Entities in connection with, any SpinCo Proposal or any inquiry, proposal, effort or attempt related to or that would reasonably be expected to lead to, a SpinCo Proposal, (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any SpinCo Proposal or (iv) approve or authorize, or cause or permit the Company or any of its subsidiaries) Subsidiaries to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of CBRE intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar agreement or document relating to, or providing for, any SpinCo Proposal; provided that nothing in this Section 7.10 shall limit the Company’s ability to pursue or engage in any transaction relating to substantially all of the business of the Company and its subsidiariesSubsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, whole (as opposed to solely the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"SpinCo Business), (ii) vote so long as such transaction would not prevent or consent (materially impair or cause materially delay the Company’s ability to be voted comply with its obligations hereunder and under the Separation and Distribution Agreement or consented), in person to consummate the transactions contemplated hereby or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special the Separation and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingDistribution Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (3m Co)
Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notSeller agrees that neither it nor any of its Affiliates nor any of the officers and directors of it or any of its Affiliates will, and that it will use its best efforts to cause its and its Affiliates' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Affiliates) not to, directly or indirectlyindirectly (A) initiate or solicit any inquiries, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, of any proposal or offer with respect to, or a transaction to effect, (1) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE Seller or any of its subsidiariesAffiliates, or (2) any purchase or sale of 2033% or more of the consolidated assets (including including, without limitation limitation, stock or assets of its subsidiariesSeller's Affiliates) of CBRE Seller and its subsidiariesAffiliates, taken as a whole, or (3) any purchase or sale of, or tender or exchange offer for, the Seller's equity securities of CBRE that, if consummated, would result in any person Person (or entity the stockholders of such Person) beneficially owning securities representing 20in excess of 33% or more of the total voting power to vote for the election of CBRE (or a majority of the surviving parent entity in such transaction) or any directors of its subsidiaries, in each case other than the Transactions Seller (any such proposal, offer or transaction (other than the Transactionsa proposal or offer made by Buyer or an Affiliate thereof) being hereinafter referred to in this Agreement as a an "Competing Acquisition Proposal"), (iiB) vote have any discussion with or consent provide any confidential information or data to any Person relating to an Acquisition Proposal, (C) knowingly facilitate any effort or cause attempt to be voted make or consented)implement an Acquisition Proposal, in person (D) approve or by proxyrecommend, or propose publicly to approve or recommend, any Subject Shares against Acquisition Proposal, or (E) approve or recommend, or propose to approve or recommend, or execute or enter into, any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) letter of stockholders of CBREintent, (iii) notagreement in principle, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any merger agreement, xxxxxxxxxx xx arrangement that is inconsistent with acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoingforegoing related to any Acquisition Proposal.
Appears in 1 contract
Samples: Iii Asset Purchase Agreement (Napro Biotherapeutics Inc)
Exclusivity. Prior From and after the date hereof through the date which is thirty (30) days following the termination of this Agreement pursuant to Section 11 hereof, without the prior written consent of Aspec, neither Chip & Chip, the Majority Shareholders nor any of Chip & Chip's other officers, directors, shareholders, agents or Affiliates shall, directly or indirectly, (a) solicit, conduct discussions with or engage in negotiations with any person, other than Aspec, relating to the earlier possible acquisition of Chip & Chip or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (b) provide information with respect to Chip & Chip or any of its subsidiaries to any person, other than Aspec, relating to the possible acquisition of Chip & Chip or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (c) enter into an agreement with any person, other than Aspec, providing for the acquisition of Chip & Chip or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (d) make or authorize any statement, recommendation or solicitation in support of any possible acquisition of Chip & Chip or any of it subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets by any person, other than by Aspec, (e) enter into any agreement with any person, other than Aspec, providing for any extension of credit (other than trade credit in the ordinary course of business) or other debt investment in Chip & Chip, or (f) enter into any additional agreement for the licensing or distribution of products, technology, or intellectual property of Chip & Chip, whether now existing or hereafter created. In addition to the foregoing, if Chip & Chip or any of its subsidiaries receives any unsolicited offer or proposal to enter negotiations relating to any of the Contribution above, Chip & Chip shall immediately notify Aspec thereof, including information as to the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be. From and after the date hereof until the first to occur of the Closing of the Merger or the termination of this AgreementAgreement pursuant to Section 11 hereof, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each none of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) Majority Shareholders will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal transfer or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or transfer any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE their Chip & Chip Common Stock beneficially owned by such party (including, without limitation, in except to Aspec pursuant to the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingMerger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aspec Technology Inc)
Exclusivity. Prior to the earlier No member of the Contribution Closing or Seller Group shall (and the termination of this AgreementSeller shall cause its Affiliates, unless otherwise mutually agreed in writing by BLUM Subsidiaries and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto), directly or indirectly, make, participate in or agree to, or initiate(a) submit, solicit, initiate or encourage or knowingly facilitate any inquiries or the making of, any proposal or offer from any Person (other than the Purchaser and its Affiliates in connection with respect to, the Contemplated Transactions) or a transaction enter into any agreement or accept any offer relating to effect, a merger, or consummate any (i) reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction recapitalization of the Business or the Acquired Companies, (ii) merger or consolidation involving CBRE the Business or any of its subsidiariesthe Acquired Companies, or any (iii) purchase or sale of 20% any Assets, capital stock, membership interests or more other equity interests (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, membership interests or other equity interests) of the consolidated assets Business or the Acquired Companies, other than (including without limitation stock with respect to Assets) any purchases or sales in the Ordinary Course of its subsidiaries) of CBRE and its subsidiaries, taken as a wholeBusiness, or (iv) similar transaction or business combination involving the Business or the Acquired Companies or (b) furnish any purchase information with respect to, assist or sale of, participate in or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result facilitate in any person other manner any effort or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or attempt by any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction Person (other than the TransactionsPurchaser and its Affiliates) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote do or consent (or cause seek to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with do any of the foregoing. If any of the foregoing provisions of this Section 5.12 are breached and the Contemplated Transactions are not consummated as a result of such breach, Seller shall promptly reimburse the Purchaser for all out of pocket fees and expenses incurred before or after the date of this Agreement by Purchaser and its Affiliates related to the Contemplated Transactions, including fees and expenses of Representatives retained by the Purchaser and its Affiliates in connection with the Contemplated Transactions. With respect to the Persons with whom discussions or negotiations have been terminated with respect to the Contemplated Transactions, Seller shall promptly request the return or destruction of, in accordance with the terms of an applicable confidentiality agreement, any confidential information previously furnished to any such Person by any Seller Party or any of their respective Representatives.
Appears in 1 contract
Exclusivity. Prior During the Interim Period, SPAC shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM cause its and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and their respective Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (a) initiate, solicit, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or would reasonably be expected to result in or lead to, any Business Combination, (b) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or would reasonably be expected to result in or lead to, any Business Combination, (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination, (d) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination or (e) resolve or agree to do any of the foregoing. SPAC also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with respect any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Business Combination or any inquiry or request for information that could reasonably be expected to lead to, or a transaction to effectresult in, a mergerBusiness Combination. SPAC shall promptly (and in any event within one (1) Business Day) notify, reorganizationin writing, share exchangethe Company of the receipt of any inquiry, consolidationproposal, business combinationoffer or request for information received after the date hereof that constitutes, recapitalizationor could reasonably be expected to result in or lead to, liquidation, dissolution or similar transaction involving CBRE any Business Combination (other than with the Company or any of its subsidiariesSubsidiaries), or any purchase or sale of 20% or more which notice shall include a summary of the consolidated assets material terms of, and the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and an unredacted copy of proposal or indication of interest, written or oral, relating to any Business Combination (including without limitation stock a “Business Combination Proposal”), and thereafter promptly (and in any event within one (1) Business Day) keep the Company reasonably informed of any material developments with respect to any such Business Combination Proposal; provided that SPAC’s notice obligations under this Section 7.07 shall not apply to Business Combination Proposals received by Sponsor, its subsidiaries) of CBRE Affiliates (other than SPAC and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transactionSubsidiaries) or any of its subsidiaries, in each case other than their respective Representatives or that do not disclose the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any identity of the foregoingproposed counterparty.
Appears in 1 contract
Samples: Tax Receivable Agreement (FAST Acquisition Corp. II)
Exclusivity. Prior to From the date of this Agreement until the earlier of (a) the Contribution Closing Date or (b) the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM Sellers will not, and Freeman Spogli, Sellers will cause each of the Investors Subject Companies and all Affiliates, officers, directors, agents, advisors, attorneys or other representative of the foregoing (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and collectively, “Representatives”) not in their capacities as officers to, directly or directors of CBRE, if applicable) will indirectly (i) not, directly or indirectly, make, participate in or agree to, solicit or initiate, solicit, or encourage or knowingly facilitate any inquiries or the making submission of, proposals or offers relating to; (ii) respond to any proposal submissions, proposals or offer offers relating to; (iii) engage in any negotiations or discussions with respect any person relating to; or (iv) otherwise cooperate in any way with any person in connection with, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combinationany acquisition, recapitalization, liquidation, dissolution or similar transaction involving CBRE all or any of its subsidiaries, or any purchase or sale of 20% or more portion of the consolidated Equity Interests or assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesthe Subject Companies; provided, taken as a wholehowever, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in that Sellers may advise any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (making any such submission, proposal, offer or other contact that Sellers are subject to an exclusivity agreement with an undisclosed party. Should Sellers or any Representatives receive any inquiry, proposal or offer to enter into any transaction (other than of the Transactions) being hereinafter type referred to in clauses (i) through (iv) above, Sellers agree to promptly inform Buyer of any such inquiry, proposal or offer, the identity of the person making same, and the terms and conditions of same. Sellers will not vote their Equity Interests of the Subject Companies in favor of and will vote against any such acquisition structured as a "Competing Acquisition Proposal")merger, (ii) vote consolidation, share exchange or transfer of all or substantially all of the assets of the Subject Companies. Without the prior written consent (of Buyer, from the date of this Agreement until the termination of this Agreement, Sellers will not, and will cause the Subject Companies not to, sell, assign, encumber, hypothecate, pledge, convey in trust, gift, transfer by bequest, devise or cause to be voted descent, or consented)otherwise transfer or dispose of in any way, in person whether voluntary or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) operation of stockholders of CBRE, (iii) notlaw, directly or indirectly, sell, transfer any Equity Interests or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party other securities (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spoglidebt or equity) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any or assets of the foregoingSubject Companies, other than to sell Acquired Interests to Buyer at the Closing pursuant to the terms of this Agreement.
Appears in 1 contract
Exclusivity. Prior (a) During the Interim Period, and in all cases subject to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliSection 6.1, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE Group Companies, the Sole Shareholder, and not in their capacities as officers or directors of CBREthe Company Shareholders shall not, and each shall cause its Representatives and Subsidiaries, if applicable) will (i) not, not to, directly or indirectly, make, participate in or agree to, or initiate, : (i) solicit, initiate or take any action to facilitate or encourage or knowingly facilitate any inquiries or the making making, submission or announcement of, any proposal or offer with respect from any Person or group of Persons other than Parent and Sponsor (and their respective Representatives, acting in their capacity as such) (a “Competing Buyer”) that may constitute, or could reasonably be expected to lead to, a Competing Transaction; (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Competing Buyer regarding a transaction Competing Transaction; (iii) furnish (including through any virtual dataroom) any information relating to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE the Group Companies or any of its subsidiariestheir respective assets or businesses, or any purchase afford access to the assets, business, properties, books or sale of 20% or more records of the consolidated assets Group Companies to a Competing Buyer, for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Transaction; (v) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Competing Transaction or any proposal or offer that would reasonably be expected to lead to a Competing Transaction, or publicly announce an intention to do so; or (vi) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action. AARK shall, and shall cause its Affiliates (including without limitation stock of its subsidiaries) of CBRE the other Group Companies, the Sole Shareholder and their and its subsidiariesrespective Affiliates), taken as a wholethe Company Shareholders and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Competing Transaction. The Parties agree that any violation of the restrictions set forth in this Section 8.2(a) by any of AARK, its Affiliates (including the other Group Companies, the Sole Shareholder or any purchase of their or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transactionits respective Affiliates) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause their respective Representatives shall be deemed to be voted or consented), in person or a breach of this Section 8.2(a) by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingAARK.
Appears in 1 contract
Samples: Business Combination Agreement (Worldwide Webb Acquisition Corp.)
Exclusivity. Prior to From the date of this Agreement until the earlier of (a) the Contribution Closing Date or (b) the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM Sellers will not, and Freeman SpogliSellers will cause the Company and all Affiliates, each officers, directors, agents, advisors, attorneys or other representative of the Investors foregoing (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and collectively, “Representatives”) not in their capacities as officers to, directly or directors of CBRE, if applicable) will indirectly (i) not, directly or indirectly, make, participate in or agree to, solicit or initiate, solicit, or encourage or knowingly facilitate any inquiries or the making submission of, proposals or offers relating to; (ii) respond to any proposal submissions, proposals or offer offers relating to; (iii) engage in any negotiations or discussions with respect any person relating to; or (iv) otherwise cooperate in any way with any person in connection with, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combinationany acquisition, recapitalization, liquidation, dissolution or similar transaction involving CBRE all or any of its subsidiaries, or any purchase or sale of 20% or more portion of the consolidated Units or assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiariesthe Company; provided, taken as a wholehowever, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in that Sellers may advise any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (making any such submission, proposal, offer or other contact that Sellers are subject to an exclusivity agreement with an undisclosed party. Should Sellers or any Representatives receive any inquiry, proposal or offer to enter into any transaction (other than of the Transactions) being hereinafter type referred to in clauses (i) through (iv) above, Sellers agree to promptly inform Buyer of any such inquiry, proposal or offer, the identity of the person making same, and the terms and conditions of same. Sellers will not vote their Units in favor of and will vote against any such acquisition structured as a "Competing Acquisition Proposal")merger, (ii) vote consolidation, share exchange or transfer of all or substantially all of the assets of the Company. Without the prior written consent (of Buyer, from the date of this Agreement until the termination of this Agreement, Sellers will not, and will cause the Company not to, sell, assign, encumber, hypothecate, pledge, convey in trust, gift, transfer by bequest, devise or cause to be voted descent, or consented)otherwise transfer or dispose of in any way, in person whether voluntary or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) operation of stockholders of CBRE, (iii) notlaw, directly or indirectly, sell, transfer any Units or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party other securities (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spoglidebt or equity) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any or assets of the foregoingCompany, other than to sell Units to Buyer at the Closing pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Membership Unit Purchase Agreement (Alpha NR Holding Inc)
Exclusivity. Prior to (a) From the earlier of Effective Date through the Contribution Closing Date or the date of any termination of this AgreementAgreement pursuant to Section 11.1 (whichever first occurs), unless otherwise mutually agreed the Seller shall not, and shall cause the Company and its respective Affiliates, stockholders, officers, directors, employees, representatives and agents not to, directly or indirectly, encourage, solicit, initiate or participate in writing by BLUM and Freeman Spoglidiscussions or negotiations with, each or provide any information to, any Person or group of Persons (other than the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders Buyer or any of CBRE and not in their capacities as officers its Affiliates) concerning any Acquisition Proposal or directors of CBREenter into any agreement with respect to any Acquisition Proposal; provided, however, that, at any time prior to the Closing, if applicable) will (i) Parent or Seller receives a bona fide Acquisition Proposal that was not solicited after the date of this Agreement and otherwise did not, directly or indirectly, makeresult from a breach of this Section 8.8, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE Company and its subsidiariesAffiliates may furnish, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consentedfurnished, non-public information with respect to the Company to the Person who made such Acquisition Proposal and may participate in discussions and negotiations regarding such Acquisition Proposal if (A) the board of directors of Parent (the “Board”), or any committee thereof to which the power to consider such matters has been delegated, determines in person or by proxygood faith, any Subject Shares against any Competing after consultation with outside counsel, that the failure to do so would be reasonably likely to be inconsistent with the Board’s fiduciary duties to Parent’s stockholders under applicable Law, (B) prior to taking such action, the Company enters into a confidentiality agreement with respect to such Acquisition Proposal at any meeting that contains provisions no less restrictive than the Confidentiality Agreement, and (whether annual or special C) the Board determines in good faith, after consultation with its financial advisors, that such Acquisition Proposal is reasonably likely to constitute a Superior Proposal. The Seller shall and whether or not an adjourned or postponed meetingshall cause its Affliates to immediately notify the Buyer (orally and in writing) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose the material terms of any shares of CBRE Common Stock beneficially owned Acquisition Proposal received by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingSeller or Parent.
Appears in 1 contract
Exclusivity. Prior to From the date of this Agreement until the earlier of the Contribution Closing or Date and the date of termination of this AgreementAgreement in accordance with its terms, unless otherwise mutually agreed in writing by BLUM none of Sellers, the Company or the Subsidiaries shall, and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE shall cause their Affiliates and Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, makethrough any officer, participate in director, employee, agent, partner, affiliate or agree to, or initiateotherwise, solicit, initiate or encourage or knowingly facilitate any inquiries or the making of, submission of any proposal or offer from any person or entity relating, with respect to the Company or any of the Subsidiaries, to any (a) merger or consolidation, (b) acquisition, purchase, sale, disposition or license of all or any material portion *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the assets (other than inventory sold in the ordinary course of business) of, or any equity interests in, the Company or any of the Subsidiaries, or (c) similar transaction or business combination (a “Competing Transaction”), nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other person or entity (other than Buyer and its Affiliates and Representatives) any information with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution otherwise cooperate in any way with or similar transaction involving CBRE facilitate any effort or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in attempt by any person or entity beneficially owning securities representing 20% or more of to effect a Competing Transaction. Sellers shall, and shall cause the total voting power of CBRE (or of Company, the surviving parent entity in such transaction) or Subsidiaries and shall instruct their respective Representatives and Affiliates to, immediately cease any of its subsidiariesexisting activities, in each case other than the Transactions (discussions and negotiations with any such proposal, offer or transaction Persons (other than the TransactionsBuyer and its Affiliates and Representatives) being hereinafter referred with respect to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoing. If any of any Seller, Company, any Subsidiary or any of their respective Affiliates or Representatives receives any inquiry, proposal or offer from any Person relating to, or that would reasonably be expected to lead to, a Competing Transaction (each, a “Transaction Proposal”), the Company shall promptly (and in any event within 24 hours) advise Buyer of such Transaction Proposal, the identity of the Person making such Transaction Proposal and the material terms and conditions of any such Transaction Proposal (including any changes thereto) and provide Buyer a copy of any written materials received from such Person making the Transaction Proposal all correspondence and other written material sent by or provided to such Seller, the Company, the Subsidiaries (or their respective Affiliates or Representatives) in connection with any such Transaction Proposal. Any violation of the restrictions set forth in this Section 6.3 by any Affiliate or Representative of the Company or a Seller shall be a breach of this Section 6.3 by the Company or applicable Seller respectively.
Appears in 1 contract
Samples: Share Purchase Agreement (Emergent BioSolutions Inc.)
Exclusivity. Prior During the Interim Period, SPAC shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to the earlier of the Contribution Closing or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM cause its and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and their respective Representatives not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in or agree to, or (a) initiate, solicit, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or would reasonably be expected to result in or lead to, any Business Combination, (b) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or would reasonably be expected to result in or lead to, any Business Combination, (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination, (d) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Business Combination or (e) resolve or agree to do any of the foregoing. SPAC also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with respect any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Business Combination or any inquiry or request for information that could reasonably be expected to lead to, or a transaction to effectresult in, a mergerBusiness Combination. SPAC shall promptly (and in any event within one (1) Business Day) notify, reorganizationin writing, share exchangethe Company of the receipt of any inquiry, consolidationproposal, business combinationoffer or request for information received after the Original Effective Date that constitutes, recapitalizationor could reasonably be expected to result in or lead to, liquidation, dissolution or similar transaction involving CBRE any Business Combination (other than with the Company or any of its subsidiariesSubsidiaries), or any purchase or sale of 20% or more which notice shall include a summary of the consolidated assets material terms of, and the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and an unredacted copy of proposal or indication of interest, written or oral, relating to any Business Combination (including without limitation stock a “Business Combination Proposal”), and thereafter promptly (and in any event within one (1) Business Day) keep the Company reasonably informed of any material developments with respect to any such Business Combination Proposal; provided that SPAC’s notice obligations under this Section 7.07 shall not apply to Business Combination Proposals received by Sponsor, its subsidiaries) of CBRE Affiliates (other than SPAC and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transactionSubsidiaries) or any of its subsidiaries, in each case other than their respective Representatives or that do not disclose the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any identity of the foregoingproposed counterparty.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FAST Acquisition Corp. II)
Exclusivity. Prior to 9.1 From the date of this Agreement and ending on the earlier of the Contribution Acquisition Closing or and the valid termination of this the Business Combination Agreement, unless otherwise mutually agreed in writing by BLUM no Written Consent Party shall, and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and Written Consent Party shall cause their Representatives acting on its behalf not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make(1) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or continue any discussions or negotiations with, or knowingly encourage any inquiries or proposals by, or participate in any negotiations with, or agree provide any information to, or initiate, solicit, encourage or knowingly facilitate otherwise cooperate in any inquiries or the making ofway with, any proposal person or offer with respect toother entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (x) sale of any material assets of the Company and the Company Subsidiaries, taken as a whole, (y) sale of any equity securities of the Company and the Company Subsidiaries, taken as a whole, or a transaction to effect, a (z) merger, reorganization, share exchangejoint venture, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE Company and its subsidiariesSubsidiaries, taken as a wholewhole (each, an “Alternative Transaction”), (2) amend or grant any purchase waiver or sale of, release under any standstill or tender or exchange offer for, the similar agreement to which such Written Consent Party is a party with respect to any class of equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Company or any of its subsidiaries, the Company Subsidiaries in each case other than the Transactions (connection with any such proposal, proposal or offer or transaction (other than the Transactions) being hereinafter referred that could reasonably be expected to as a "Competing Acquisition Proposal")lead to an Alternative Transaction, (ii3) vote approve, endorse or consent (recommend, or cause propose publicly to be voted approve, endorse or consented), in person or by proxyrecommend, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREAlternative Transaction, (iii4) notapprove, directly endorse, recommend, execute or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement in principle, confidentiality agreement, xxxxxxxxxx xx letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other arrangement relating to any Alternative Transaction or any proposal or offer that is inconsistent with could reasonably be expected to lead to an Alternative Transaction, (5) commence, continue, permit or renew any due diligence investigation regarding any Alternative Transaction, or (6) resolve or agree to do any of the foregoingforegoing or otherwise authorize or permit any of its controlled affiliates or Representatives to take any such action. Each Written Consent Party shall, and shall cause its controlled affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. Each Written Consent Party also agrees that it will promptly request that each Representative of any special purpose acquisition corporation or similar person that has prior to the date hereof executed a confidentiality agreement to which such Written Consent Party is a party in connection with its consideration of an Alternative Transaction to return or destroy all Confidential Information furnished to such person by or on behalf of it pursuant to such agreement prior to the date hereof.
Appears in 1 contract
Samples: Stockholder Support Agreement (G Squared Ascend I Inc.)
Exclusivity. Prior to Between the date of execution of this Agreement and the earlier of the Contribution Closing Date or the termination of this AgreementAgreement pursuant to Section 7.3 (the "Exclusive Period"), unless otherwise mutually agreed in writing by BLUM and Freeman Spoglineither Seller, each nor the Company, nor any partner of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notSeller shall, directly or indirectly, makethrough any officer, participate in director, employee, affiliate, attorney, financial advisor, or agree other agent or representative, take any action to solicit, initiate, seek, or encourage any inquiry, proposal, or offer from, furnish any information to, or initiateparticipate in any discussions or negotiations with, solicitany Person other than Buyer or an Affiliate thereof regarding any acquisition of the Company, encourage any merger or knowingly facilitate consolidation with or involving the Company, any inquiries acquisition of any portion of the stock or assets of the Company, or any public offering of the stock of the Company (any such transaction being a "Third Person Transaction"). Seller, the Company, and the partners of Seller agree that any such discussions or negotiations (other than negotiations with Buyer or an Affiliate thereof) in progress on the date of this Agreement will be immediately terminated and that, in no event will Seller or the making ofCompany accept or enter into an agreement concerning any Third Person Transaction during the Exclusive Period. During the Exclusive Period, Seller and Company will notify Buyer immediately after the receipt by Seller, the Company, or any partner of Seller (or any of their respective officers, directors, employees, affiliates, attorneys, financial advisors, or other agents or representatives) of any proposal for, or inquiry respecting, any Third Person Transaction involving the Company or any request for non-public information in connection with such a proposal or offer with respect toinquiry, or for access to the properties, books, or records of the Company by any Person that informs or has informed Seller, the Company, or a transaction partner of Seller that it is considering making or has made such a proposal or inquiry. Such notice to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more Buyer will indicate in reasonable detail the identity of the consolidated assets (including without limitation stock Person making the proposal or inquiry and the terms and conditions of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, such proposal or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoinginquiry.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (ABC Funding, Inc)
Exclusivity. Prior to From and after the date of this Agreement until the earlier of the Contribution Closing Date or the termination of this AgreementAgreement in accordance with Article 9 hereof, unless otherwise mutually agreed but in writing by BLUM and Freeman Spogli, each any event at least ninety (90) days after the date of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders Letter of CBRE and not in their capacities as officers or directors of CBREIntent, if applicable) will (i) notneither the Company nor the Stockholders will, directly or indirectly, makethrough its respective affiliates, participate in or agree toagents, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE officers and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) notdirectors, directly or indirectly, sellsolicit, transfer initiate, or participate in discussions or negotiations or otherwise dispose cooperate in any way with, or provide any information to, any corporation, partnership, person, or other entity or group concerning any tender offer, exchange offer, merger, business combination, sale of any substantial assets, sale of shares of CBRE Common Stock beneficially owned by capital stock, or similar transaction involving the Company (all such transactions being referred to herein as "Acquisition Proposals"). Notwithstanding the foregoing, the Company may furnish information concerning its business, properties, or assets to and enter into negotiations with a corporation, partnership, person, or other entity or group, if the party (including, without limitationreceives an unsolicited Acquisition Proposal and outside counsel to the Company advises the Company's board of directors in writing that the board's fiduciary responsibilities under applicable law require that such information be provided or negotiations be held with the person presenting the Acquisition Proposal in order to avoid a breach of such fiduciary responsibilities. Notwithstanding the foregoing, in the case event that the Company at any time after the date of Freeman Spoglithe Letter of Intent and before the earlier of the Closing Date or the termination of this Agreement in accordance with Article 9 hereof, accepts an Acquisition Proposal from any person or entity other than Parent, or the board of directors of the Company fails, for any reason, to authorize the entering into this Agreement and the consummation of the transactions contemplated hereby, or the board of directors of the Company withdraws or modifies such authorization, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) Parent shall be entitled, providing that Parent is not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with in a material breach of any of its obligations hereunder, upon demand submitted in a form of a notice to the foregoingCompany (the "Demand Notice") to the payment of the sum of $250,000. The Company shall make such payment within ten (10) days of the receipt of the Demand Notice. In the event that the board of directors of Parent fails, for reason other than (i) Company Material Adverse Effect or (ii) Parent reasonably believes that one or more of the conditions set forth in Section 7.2 will not be satisfied at the time for Closing, to authorize the entering into this Agreement and the consummation of the transactions contemplated hereby or withdraws or modifies, for reason other than Company Material Adverse Effect, such authorization, the Company shall be entitled, providing that neither the Company nor the Stockholders are in a default under or in a breach of any provision hereof, upon demand submitted in a form of a Demand Notice to Parent, to the payment of the sum of $250,000.
Appears in 1 contract
Samples: Stock Purchase Agreement (Caci International Inc /De/)
Exclusivity. Prior to the earlier of the Contribution Closing or the termination of this AgreementSeller shall not, unless otherwise mutually agreed in writing by BLUM and Freeman Spogliit shall instruct its subsidiaries, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and their respective officers, directors, employees, representatives, agents not in their capacities as officers or directors of CBRE, if applicable) will (i) notto, directly or indirectly, make, participate in for or agree to, or on its behalf (i) initiate, solicit, solicit or encourage or knowingly facilitate any inquiries or the making ofproposals that constitute, any or could reasonably be expected to lead to, a proposal or offer with respect to, or a transaction to effect, for a merger, reorganization, share exchange, consolidation, or business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE combination of Seller or any of its subsidiaries, or any purchase or the sale of 20% or more assets representing a substantial portion of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE Seller and its subsidiaries, taken as a whole, or any purchase or the sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more shares of the total voting power capital stock of CBRE (or of the surviving parent entity in such transaction) Seller or any of its subsidiariessubsidiaries subsidiary, in each case other than the Transactions including, without limitation, by way of a tender offer or exchange offer by any Person (any such proposal, offer of the foregoing inquiries or transaction (other than the Transactions) proposals being hereinafter referred to in this Agreement as a an "Competing Acquisition Proposal"), (ii) vote engage in negotiations or consent (discussions concerning, or cause provide to be voted any Person or consented)entity any Confidential Information or data relating to Seller or any of its subsidiaries for the purposes of, in person or by proxyotherwise cooperate with or assist or participate in, facilitate or encourage, any Subject Shares against inquiries or the making of any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREProposal, (iii) notagree to, directly approve or indirectlyrecommend any Acquisition Proposal, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into take any agreement, xxxxxxxxxx xx arrangement that is other action inconsistent with the obligations and commitments assumed by Buyer pursuant to this Section 5.4 provided, however, that nothing contained in this Agreement shall prevent Seller or its Board of Directors from furnishing Confidential Information to, or entering into discussions or negotiations with, any person or entity in connection with an unsolicited bona fide written Acquisition Proposal to Seller or its stockholders, if and only to the extent that (1) the Board of Directors of Seller determines in good faith (after consultation with outside legal counsel) that such action is required for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law, and (2) prior to furnishing such Confidential Information to, or entering into discussions or negotiations with, such person or entity, Seller receives from such person or entity an executed confidentiality agreement. Seller and its Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations by Seller, its subsidiaries, or any of their respective officers, directors, employees, representatives or agents with any parties conducted heretofore with respect to any of the foregoing. Seller shall (i) promptly notify Buyer in writing after receipt by Seller or any of its subsidiaries or their respective officers, directors, employees, representative or agents of any Acquisition Proposal or any inquiries indicating that any Person is considering making or wishes to make an Acquisition Proposal, which notification shall be in writing and shall contain the principle financial terms of any such Acquisition Proposal, and (ii) promptly notify Buyer in writing after receipt of any request for Confidential Information relating to it or any of its subsidiaries or for access to its or any of its subsidiaries' properties, books or records by any person that may be considering making, or has made, an Acquisition Proposal.
Appears in 1 contract
Exclusivity. Prior to During the earlier of the Contribution Closing or the termination of this Agreementperiod between signing and Closing, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, (a) each of the Investors Company, Shareholder Representative and Shareholders will, and will cause their representatives to, immediately cease any existing discussion or negotiation with any Persons (other than Buyer and its Affiliates) conducted prior to the date hereof with respect to any proposed, potential or contemplated acquisition of the Shares, the assets of any Acquired Company (other than assets disposed of in thexx xndivixxxx xxxxxxxxxs as stockholders the Ordinary Course), any Acquired Company, or any merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution Execution Version involving any Acquired Company (an “Acquisition Transaction”); and (b) each of CBRE the Acquired Companies, Shareholder Representative and not in their capacities as officers or directors Shareholders will refrain, and will cause each representative of CBREthe Company (including the Company Subsidiaries), if applicable) will (i) notShareholder Representative and Shareholders to refrain from taking, directly or indirectly, make, participate in any action (i) to solicit or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or initiate the making of, submission of any proposal or offer indication of interest relating to an Acquisition Transaction with any Person (other than Buyer and its Affiliates); (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or a transaction that may reasonably be expected to effectlead to, a mergeran Acquisition Transaction with any Person (other than Buyer or its Affiliates); (iii) to authorize, reorganizationengage in, share exchangeor enter into any agreement or understanding (other than with Buyer or its Affiliates) with respect to an Acquisition Transaction (or any proposal or indication of interest relating thereto); (iv) to merge, consolidationconsolidate, business combinationor combine, recapitalizationor to permit any other Person to merge, liquidationconsolidate or combine with, dissolution any Acquired Company; or similar transaction involving CBRE (v) to enter into any letter of intent, memorandum of understanding or other Contract contemplating or otherwise relating to an Acquisition Transaction. If any proposal or offer for an Acquisition Transaction is received by the Company or any of its subsidiariesthe Shareholders following the date hereof, the Company and the Shareholders agree to promptly notify Buyer in writing, disclose the material terms of any such offer or any purchase or sale of 20% or more proposal (including the identity of the consolidated assets (including without limitation stock prospective purchaser) to Buyer, and the Company and the Shareholders will notify any prospective purchaser of its subsidiaries) their obligation hereunder. For the sake of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer forclarity, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more restrictions on the actions of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman SpogliAcquired Companies, the warrant Shareholders and Shareholder Representative, and their respective representatives under this Section 6.14 will also apply to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent unsolicited proposal with any of the foregoingrespect to an Acquisition Transaction.
Appears in 1 contract
Exclusivity. Prior In consideration of the substantial expenditures of time and expense to be undertaken by Buyer in connection with the consummation of the transactions contemplated by this Agreement, for a period ending on the earlier of (a) December 31, 2021, (b) the Contribution Closing or Date, and (c) the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each Agreement Seller shall deal exclusively with Buyer with respect to the sale of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers Assets or directors of CBREthe Business. In addition, if applicable) will (i) during such time period, Seller shall not, directly and shall direct its officers, directors, financial advisors, accountants, attorneys, and other Affiliates (collectively, together with Seller, the "Selling Group") not to (a) solicit submission of proposals or indirectly, make, participate in offers from any Person other than Buyer (or agree to, their Affiliates) relating to any acquisition or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE purchase of all or any substantial part of its subsidiariesthe Refinery, the sale or issuance of any equity interests of Seller or any entity formed by Seller or any Affiliate thereof to which any of the equity interests or any assets or properties of the Business may be contributed, or any purchase merger or sale consolidation of 20% any Seller or more of any entity formed by the Seller or its Affiliates to which any assets or properties of the consolidated assets Business may be contributed (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a an "Competing Acquisition Proposal"), (iib) vote participate in any discussions or consent negotiations regarding, or furnish any information to any Person other than Buyer (or cause to be voted or consentedand its representatives), or otherwise cooperate in person any way or by proxyassist, facilitate, or encourage any Subject Shares against any Competing Acquisition Proposal at by any meeting Person other than Buyer, or (whether annual or special and whether or not an adjourned or postponed meetingc) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreementagreement or understanding, xxxxxxxxxx xx arrangement whether oral or written, that is inconsistent with any would prevent the consummation of the foregoingtransactions contemplated hereby. Seller agrees to (w) notify Buyer immediately if any member of the Selling Group receives any indication of interest, request for information, or offer in respect of an Acquisition Proposal, (x) inform the persons sending such indication, request, or offer that Seller is bound by an exclusivity arrangement (without any reference to Buyer or its respective Affiliates), (y) communicate to Buyer in reasonable detail the terms of any such indication, request, or proposal, and (z) provide to Buyer copies of all written communications relating to any such indication, request, or proposal. Except as provided in the proviso contained in this paragraph above, Seller represents that no member of the Selling Group is a party to or bound by any agreement with respect to an Acquisition Proposal other than under this Agreement.
Appears in 1 contract
Exclusivity. Prior During the Pre-Closing Period, Seller will not, nor will it authorize or permit any of its Subsidiaries or Representatives to, directly or indirectly: (a) solicit or knowingly encourage, facilitate or induce the making, submission or announcement of, or take any other action designed or reasonably likely to facilitate, any inquiry, expression of interest, proposal or offer concerning the sale or other conveyance of any portion of the Business, as an alternative to the earlier transactions contemplated by this Agreement (an “Acquisition Proposal”) from any Person other than Buyer or its Affiliates or Representatives, (b) deliver or make available to any Person any nonpublic information with respect to the Business or afford access to the properties, books, records or representatives of the Contribution Business to any Person (other than Buyer or its Affiliates or Representatives, or as required by applicable Law) or (c) negotiate, or accept any proposals, offers or inquiries from, or enter into any Contract with, any Person relating to or in connection with any Acquisition Proposal. Notwithstanding anything to the contrary herein, in no event shall any transaction or proposal with respect to an acquisition of control of Seller (whether by way of merger, purchase of capital stock, purchase of assets, joint venture, license, lease or otherwise) constitute an Acquisition Proposal (so long as the terms of this Agreement and all other Agreements contemplated hereby are assumed by such acquiror in all respects). In the event that Seller or any of its Affiliates or Representatives receives an unsolicited Acquisition Proposal from any Person after the Agreement Date and prior to the Closing or Date, Seller will provide Buyer with notice of such event and a summary of the termination key economic terms of such Acquisition Proposal. In furtherance of the foregoing, (i) immediately following the execution of this Agreement, unless otherwise mutually agreed in writing by BLUM the Seller shall, and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE shall cause its Subsidiaries and not in their capacities as officers or directors of CBRE, if applicable) will (i) not, directly or indirectly, make, participate in or agree Representatives to, immediately cease and cause to be terminated any and all negotiations or initiatediscussions with, solicit, encourage or knowingly facilitate any inquiries or the making ofdata room access provided to, any third party that is not Buyer or its Affiliates or Representatives regarding any proposal or offer with respect toconcerning any Acquisition Proposal, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any and (ii) promptly after the execution of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets this Agreement (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiariesevent within 10 Business Days), in Seller shall request that each case other than the Transactions (any such proposal, offer or transaction Person that received confidential information (other than the TransactionsBuyer and its Affiliates and its Representatives) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, connection with any Subject Shares against any Competing such Acquisition Proposal at any meeting (whether annual return or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned destroy such information in accordance with the confidentiality agreement entered into by such party (includingPerson with the Seller, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingits Affiliates or their respective Representatives.
Appears in 1 contract
Exclusivity. Prior From and after the date hereof through the date which is forty-five (45) days following the date hereof, without the prior written consent of Aspec, neither Inbox, the Majority Shareholders nor any of Inbox's other officers, directors, shareholders, agents or Affiliates shall, directly or indirectly, (a) solicit, conduct discussions with or engage in negotiations with any person, other than Aspec, relating to the earlier possible acquisition of Inbox or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (b) provide information with respect to Inbox or any of its subsidiaries to any person, other than Aspec, relating to the possible acquisition of Inbox or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (c) enter into an agreement with any person, other than Aspec, providing for the acquisition of Inbox or any of its subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets, (d) make or authorize any statement, recommendation or solicitation in support of any possible acquisition of Inbox or any of it subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its or their capital stock or assets by any person, other than by Aspec, (e) enter into any agreement with any person, other than Aspec, providing for any extension of credit (other than trade credit in the ordinary course of business) or other debt investment in Inbox, or (f) enter into any additional agreement for the licensing or distribution of products, technology, or intellectual property of Inbox (other than in the ordinary course of business), whether now existing or hereafter created. In addition to the foregoing, if Inbox or any of its subsidiaries receives any unsolicited offer or proposal to enter negotiations relating to any of the Contribution above, Inbox shall immediately notify Aspec thereof, including information as to the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be. From and after the date hereof until the first to occur of the Closing of the Merger or the termination of this AgreementAgreement pursuant to Section 11 hereof, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each none of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) Majority Shareholders will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal transfer or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or transfer any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE their Inbox Common Stock beneficially owned by such party (including, without limitation, in except to Aspec pursuant to the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingMerger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aspec Technology Inc)
Exclusivity. Prior to (a) From the date hereof through the Closing Date or the earlier of the Contribution Closing or the termination of this AgreementAgreement pursuant to ARTICLE 9, unless otherwise mutually agreed in writing by BLUM except as permitted by, and Freeman Spoglisubject to, Section 4.7(c), Section 4.7(d), Section 4.7(e) and Section 4.8, Seller Parent shall not, and shall cause each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders its Subsidiaries not to, and shall not authorize or permit any of CBRE and not in their capacities as officers or directors of CBREits Representatives to, if applicable) will (i) not, directly or indirectly, make, participate in or agree to, or initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or the making of, of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred action that constitutes, or may reasonably be expected to as a "Competing lead to, any Acquisition Proposal"), (ii) vote enter into, continue or consent (otherwise participate in any discussions or cause negotiations with any person, or furnish to be voted or consented)any person other than Seller Parent any non-public information, in person furtherance of such inquiries or by proxy, any Subject Shares against any Competing to obtain an Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBREProposal, (iii) notrelease any person from or fail to enforce any standstill agreement or similar obligation to Seller Parent or any of the Subsidiaries of Seller Parent, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not withdraw, modify or amend the Seller Parent Recommendation in any manner adverse to Purchaser or fail to make the Seller Parent Recommendation or fail to include the Seller Parent Recommendation in the Proxy Statement, (v) approve, endorse or recommend any Acquisition Proposal, (vi) enter into any agreementagreement in principle, xxxxxxxxxx xx arrangement that is inconsistent with arrangement, understanding, contract or agreement (whether binding or not) relating to an Acquisition Proposal, or (vii) take any action to exempt any person from any Takeover Statute or similar restrictive provision of the foregoingSeller Parent Organizational Documents for purposes of facilitating an Acquisition Proposal (any event described in clause (iv), clause (v), clause (vi) or clause (vii), whether taken by the Seller Parent Board or a committee thereof, a “Seller Parent Change in Recommendation”). Seller Parent agrees that in the event any Representative of Seller Parent or any Subsidiary of Seller Parent takes any action on behalf of Seller Parent that, if taken by Seller Parent, would constitute a material violation of this Section 4.7(a), then Seller Parent shall be deemed to be in violation of this Section 4.7(a) for all purposes of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.)
Exclusivity. Prior Except with respect to this Agreement and the earlier transactions contemplated hereby, the Company, the Subsidiaries, the Principal Stockholder or their respective affiliates directly or indirectly through their respective employees, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the Contribution Closing foregoing) (each, an "Agent") shall not, (a) initiate, solicit or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notseek, directly or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making ofor implementation of any proposal or offer (including, without limitation, any proposal or offer to its Stockholders or any of them) with respect to, or a transaction to effect, a merger, reorganization, share exchangeacquisition, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesinvolving, or any purchase of all or sale of 20% or more any portion of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale equity securities of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) Company or any of its subsidiaries, in each case other than the Transactions Subsidiary (any such proposal, proposal or offer or transaction (other than the Transactions) being hereinafter referred to as a an "Competing Acquisition Proposal"), or (iib) vote engage in any negotiations concerning, or consent provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or cause attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company, its Subsidiaries or Principal Stockholder, or any of their respective Agents, have provided any Person (other than the Parent) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company, its Subsidiaries and the Principal Stockholder shall promptly notify the Parent if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be voted initiated or consented)continued with, in person it or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual individual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, entity referred to in the case first sentence of Freeman Spogli, the warrant this Section 6.3. The covenant contained in this Section 6.3 shall not survive any termination of this Agreement pursuant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingArticle 10.
Appears in 1 contract
Exclusivity. Prior to Immediately after the earlier of the Contribution Closing or the termination execution of this Agreement, unless otherwise mutually agreed in writing by BLUM Seller and Freeman Spoglithe Company shall, and shall cause each Seller Party and the respective officers, directors, employees, investment bankers, attorneys, accountants and other agents of Seller, the Company, the Continuing Subsidiaries, each other Seller Party and each of their Affiliates (collectively, “Representatives”) to cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any action that would constitute an Acquisition Proposal and shall notify each such Person that it, or any Affiliate, officer, director, investment advisor, financial advisor, attorney or other representative retained by it, no longer seeks or requests the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders making of CBRE and not in their capacities as officers or directors of CBREany Acquisition Proposal, and, if applicable) will (i) notpermitted, withdraws any Consent theretofore given to the making of an Acquisition Proposal. No Seller Party shall, directly or indirectly, make, participate in or agree and each Seller Party and their Affiliates shall cause their respective Representatives not to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sellsolicit, transfer initiate or conduct any discussions or negotiations with, or provide any information to or otherwise dispose of cooperate in any shares of CBRE Common Stock beneficially owned by such party (includingother way with, without limitationor facilitate or encourage any effort to attempt to, in the case of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not or enter into any agreementagreement or understanding with, xxxxxxxxxx xx arrangement that is inconsistent with any Person or group of Persons regarding any Acquisition Proposal. Seller shall promptly (and in any event within two (2) Business Days) notify Buyer of the receipt by any Seller Party, their Affiliates or any of their respective Representatives of any inquiries, or proposals or requests for information concerning an Acquisition Proposal. The foregoing restrictions shall not apply to (i) any sale of stock or other equity interests in the foregoingSeller, (ii) a merger, consolidation, share exchange, business combination, or any other similar transaction involving the Seller (but not directly involving the Company or any Continuing Subsidiary), or (iii) any actions related to the Transfer or any other sale or disposition of the Transferred Subsidiaries or Transferred Assets.
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Samples: Membership Interest Purchase Agreement (Alere Inc.)
Exclusivity. Prior to From and after the earlier of the Contribution Closing or the termination of this Agreementdate hereof, unless otherwise mutually agreed in writing by BLUM and Freeman Spogli, each of the Investors (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers or directors of CBRE, if applicable) will (i) notneither Shareholder nor Seller will, directly or indirectly, make, participate in or agree to, or : initiate, solicit, encourage solicit or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiaries, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result in any person or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party encourage (including, without limitation, by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Alternative Transaction (as defined below); negotiate or have any discussions with any Person in the case furtherance of Freeman Spoglisuch inquiries in respect of an Alternative Transaction; agree to or endorse any Alternative Transaction; approve, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not recommend, execute or enter into into, any letter of intent, agreement in principle, merger agreement, xxxxxxxxxx xx arrangement that is inconsistent with asset purchase or share exchange or issuance agreement, option agreement, or other similar agreement related to any Alternative Transaction; or, agree to do any of the foregoing, or authorize any of its Representatives to take any such action, and will direct its Representatives not to take any such action, and Seller will notify Buyer of all of the relevant details relating to all inquiries and proposals that it may receive relating to any of such matters. For purposes of this Agreement, “Alternative Transaction” means any of the following involving Seller, the Acquired Assets or the Business, on the one hand, and any Person (other than Buyer or any of its Affiliates), on the other hand: any merger, consolidation, share exchange or other business combination; a sale, lease, license, exchange, mortgage, pledge, transfer or other disposition of any Acquired Assets other than in the ordinary course of business; a sale of shares of Seller (or securities convertible or exchangeable into or otherwise evidencing, or any agreement or instrument evidencing, the right to acquire shares). In furtherance and not in limitation of the foregoing, Shareholder and Seller shall, and shall cause their Representatives to: (i) immediately cease and terminate all communications, discussions or negotiations with any other bidder or prospective acquirer (including, without limitation, any Representatives, advisors or financing sources of or to any of such other bidders or prospective acquirers, in their capacity as such) of the Acquired Assets or the Business (collectively, the “Other Bidders”); (ii) immediately terminate access by such Other Bidders to any due diligence materials (including, without limitation, electronic or online data rooms), and the management personnel and facilities of the Business; and (iii) within three (3) days following the date hereof, request the return or destruction of all Confidential Information provided to any of such Other Bidders.
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Exclusivity. Prior Seller hereby agrees that from the date hereof until the termination of this Agreement or the Closing, neither Seller nor any Subsidiary of Seller nor any of their respective officers, directors, trustees, shareholders, employees, agents, Affiliates and other representatives (collectively, the “Representatives”) will, directly or indirectly assist any party to solicit, encourage, initiate, entertain, review, accept, execute, support, approve or participate in any negotiations, agreements or discussions with respect to any offer, inquiry, indication of interest or proposal, whether oral, written or otherwise, formal or informal, to, directly or indirectly, (a) invest in, or acquire, Seller or any Subsidiary of Seller (or any of Seller’s or such Subsidiary’s equity interests or any portion thereof), whether by purchase of assets, exclusive license, joint venture, strategic partnership or other alliance formation, purchase of stock, merger or other business combination, or otherwise, (b) liquidation, dissolution or recapitalization of Seller or any Subsidiary of Seller; (c) any merger or consolidation of Seller or any Subsidiary of Seller; (d) any acquisition or sale of securities or assets of Seller or any Subsidiary of Seller, other than Real Property; or (e) similar transaction or business combination involving the earlier University, Seller, or any Subsidiary of Seller or any of their businesses or assets (collectively, any of the Contribution foregoing being a “Competing Proposed Transaction”). On the Effective Date, Seller and its Representatives shall immediately cease and shall cause to be terminated all existing discussions or negotiations with any parties (other than Buyer or its Affiliates) conducted heretofore. Through the Closing Date or the termination of this Agreement, unless otherwise mutually agreed in writing by BLUM and Freeman SpogliXxxxxx agrees to notify Buyer immediately if any offer, each indication of the Investors interest or proposal (in thexx xndivixxxx xxxxxxxxxs as stockholders of CBRE and not in their capacities as officers formal or directors of CBREinformal, if applicable) will (i) notoral, directly written or indirectly, make, participate in or agree to, or initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CBRE or any of its subsidiariesotherwise), or any purchase inquiry or sale contact with any person with respect thereto, regarding a Competing Proposed Transaction is made to any of 20% them or more their Representatives, including the identity of the consolidated assets (including without limitation stock of its subsidiaries) of CBRE proposing person and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of CBRE that, if consummated, would result terms thereof; provided that this provision shall not in any person way be deemed to limit the obligations of or entity beneficially owning securities representing 20% or more of the total voting power of CBRE (or of the surviving parent entity in such transaction) or any of its subsidiaries, in each case other than the Transactions (any such proposal, offer or transaction (other than the Transactions) being hereinafter referred to as a "Competing Acquisition Proposal"), (ii) vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against any Competing Acquisition Proposal at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of CBRE, (iii) not, directly or indirectly, sell, transfer or otherwise dispose of any shares of CBRE Common Stock beneficially owned by such party (including, without limitation, their respective Representatives set forth in the case first sentence of Freeman Spogli, the warrant to acquire 364,884 shares xx XXXX Xxxxxx Stock held by Freeman Spogli) and (iv) not enter into any agreement, xxxxxxxxxx xx arrangement that is inconsistent with any of the foregoingthis paragraph.
Appears in 1 contract
Samples: Asset Purchase Agreement
