Common use of Company Acquisition Proposals Clause in Contracts

Company Acquisition Proposals. (a) Subject to the other provisions of this Section 6.5, during the Interim Period, each Company Party agrees that it shall not, and shall cause each of the other Company Entities not to, and shall not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or equivalent, and other Representatives not to, directly or indirectly through another Person, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any Third Party any non-public information in connection with, or knowingly facilitate in any way any effort by, any Third Party in furtherance of any Company Acquisition Proposal or Inquiry, (iii) approve or recommend a Company Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than a Company Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5) providing for or relating to a Company Acquisition Proposal (a “Company Alternative Acquisition Agreement”), or (iv) propose or agree to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Realty Capital Trust III, Inc.), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)

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Company Acquisition Proposals. (a) Subject to the other provisions of this Section 6.56.4, during the Interim Period, each the Company Party agrees that it shall not, and shall cause each of the other Company Entities its Subsidiaries not to, and shall not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or equivalent, and other Representatives not to, directly or indirectly through another Person, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, a Company an Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any Third Party any non-public information in connection with, or knowingly facilitate in any way any effort by, any Third Party in furtherance of any Company Acquisition Proposal or Inquiry, (iii) approve or recommend a Company an Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than a Company an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.56.4) providing for or relating to a Company an Acquisition Proposal (a an Company Alternative Acquisition Agreement”), ) or (iv) propose or agree to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Investors Capital Holdings LTD), Agreement and Plan of Merger (RCS Capital Corp)

Company Acquisition Proposals. (a) Subject to the other provisions of this Section 6.5, during the Interim Period, each the Company Party agrees that it shall not, and shall cause each of the other Company Entities Subsidiaries not to, and shall not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or equivalent, and other Representatives not to, directly or indirectly through another Person, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any Third Party any non-public information in connection with, or knowingly facilitate in any way any effort by, any Third Party in furtherance of any Company Acquisition Proposal or Inquiry, (iii) approve or recommend a Company Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than a Company an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5) providing for or relating to a Company Acquisition Proposal (a an Company Alternative Acquisition Agreement”), or (iv) propose or agree to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Realty Capital Trust, Inc.), Agreement and Plan of Merger (Realty Income Corp)

Company Acquisition Proposals. (a) Subject to the other provisions of this Section 6.5, during the Interim Period, each the Company Party agrees that it shall not, and shall cause each of the other Company Entities not toSubsidiaries, and shall not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or equivalentequivalent not to, and shall use its reasonable best efforts to cause any other Representatives of the Company or the Company Subsidiaries not to, directly or indirectly through another Person, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (provided that for purposes of this Section 6.5(a), the references in the definition of Company Acquisition Proposal to “twenty percent (20%)” shall be deemed to be five percent (5%)) (an “Inquiry”), (ii) engage in any 77 discussions or negotiations regarding, or furnish to any Third Party any non-public information in connection with, or otherwise cooperate in any way with, or knowingly facilitate in any way any effort by, any Third Party in furtherance of connection with, any Company Acquisition Proposal or Inquiry, (iii) approve or recommend a Company Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than a Company an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5) providing for or relating to a Company Acquisition Proposal (a an Company Alternative Acquisition Agreement”), or (iv) propose or agree to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (Nationwide Health Properties Inc)

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Company Acquisition Proposals. (a) Subject to the other provisions of this Section 6.5, during the Interim Period, each the Company Party agrees that it shall not, and shall cause each of the other Company Entities Subsidiaries not to, and shall not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or equivalent, and other Representatives not to, directly or indirectly through another Person, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any Third Party any non-public information in connection with, or knowingly facilitate in any way any effort by, any Third Party in furtherance of any Company Acquisition Proposal or Inquiry, (iii) approve or recommend a Company Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than a Company an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5) providing for or relating to a Company Acquisition Proposal (a an Company Alternative Acquisition Agreement”), or (iv) propose or agree to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SmartStop Self Storage, Inc.), Agreement and Plan of Merger (Extra Space Storage Inc.)

Company Acquisition Proposals. (a) Subject to the other provisions of this Section 6.56.4, during the Interim Period, each the Company Party agrees that it shall not, and shall cause each of the other Company Entities its Subsidiaries not to, and shall not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or equivalent, and other Representatives not to, directly or indirectly through another Person, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, a Company an Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any Third Party any non-public information in connection with, or knowingly facilitate in any way any effort by, any Third Party in furtherance of any Company Acquisition Proposal or Inquiry, (iii) approve or recommend a Company an Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than a Company an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.56.4) providing for or relating to a Company an Acquisition Proposal (a an Company Alternative Acquisition Agreement”), or (iv) propose or agree to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Summit Financial Services Group Inc), Agreement and Plan of Merger (Summit Financial Services Group Inc)

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