Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Unicapital Corp), Agreement and Plan of Reorganization (Unicapital Corp), Agreement and Plan of Reorganization (Unicapital Corp)
Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyInterim Period, the Company, the Stockholders and any of their affiliates Parent shall not, and each of them shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and 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 foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (i) initiate, solicit, 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 implementation of any proposal or offer (includingthat constitutes, without limitationor could reasonably be expected to result in or lead to, any proposal or offer to its shareholders or any of them) with respect to Business Combination other than the Transactions (a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition “Business Combination Proposal"”), or (bii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, business, assets, books, records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or have any substantive discussions withrequest for information that constitutes, or could reasonably be expected to result in or lead to, any person relating to an Acquisition Business Combination Proposal, (ciii) otherwise cooperate in approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any effort or attempt to make, implement or accept an Acquisition Business Combination Proposal, (iv) 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 Proposal or (dv) enter into propose, resolve or consummate agree to do, or do, any agreement 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 understanding negotiations with any person Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Business Combination Proposal or entity relating any inquiry or request for information that could reasonably be expected to an Acquisition lead to, or result in, a Business Combination Proposal. Parent also agrees that within five (5) Business Days of the execution of this Agreement, except for Parent shall request each Person (other than the Merger contemplated herebyparties 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 ▇▇▇▇▇▇ 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 the Company a party or any Stockholderof 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 their Parent’s or its Subsidiaries’ respective AgentsRepresentatives acting on Parent’s or one of its Subsidiaries’ behalf, 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 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 be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.107.06 by Parent.
Appears in 3 contracts
Sources: Merger Agreement (Breeze Holdings Acquisition Corp.), Merger Agreement (Breeze Holdings Acquisition Corp.), Merger Agreement (Breeze Holdings Acquisition Corp.)
Exclusivity. Except with respect Prior to this Agreement the Closing Date and the transactions contemplated herebydate on which this Purchase Agreement is terminated pursuant to Article VIII, the Company, the Stockholders and any of their affiliates Seller shall not, and each shall not permit any of them shall cause its respective employees, agents and representatives (including, without limitation, Representatives or any investment banking, legal or accounting firm retained by it or them and any individual member or employee employees of the foregoing) (each, an "Agent") not Bank of America Corporation’s Global Principal Investment Group to, (a) initiate, solicit or seek, directly or indirectly, initiate, discuss or continue to discuss, approve, or enter into a transaction with, or provide any inquiries or the making or implementation of any proposal or offer (including, without limitationinformation to, any proposal Person regarding any potential sale, assignment, transfer or offer to its shareholders other disposition (including of a beneficial or any of themeconomic interest) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, Subject Interest (each such transaction similar in nature to the Company (any such proposal or offer transactions contemplated by this Purchase Agreement being hereinafter referred to herein as an "Acquisition Proposal"“Alternative Transaction”), or other than:
(a) discussions and/or a transaction with Buyer, Buyer’s limited partners and their respective Affiliates,
(b) engage discussions by and among Seller and its Affiliates; provided that such discussions may not involve consideration of a potential Alternative Transaction in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to favor of an Acquisition Proposal, acquisition of the Subject Interest by an Affiliate of Seller,
(c) otherwise cooperate in any effort discussions with current employees of Seller or attempt its Affiliates who are to make, implement become members or accept an Acquisition Proposal, or employees of the Investment Manager and/or the employees of the Portfolio Companies regarding the transactions contemplated hereby and/or the Portfolio,
(d) enter into or consummate discussions and transactions as required by and in compliance with the terms of any agreement or understanding agreements to which any Seller is party with any person Portfolio Company or entity relating with any other holder of securities of any Portfolio Company, and
(e) discussions with Representatives of the foregoing persons and entities described in foregoing clauses (a) through (e). Notwithstanding the foregoing, nothing contained herein shall limit or prevent (i) Seller from responding to an Acquisition Proposalany inquiries or proposals from any third party regarding the Subject Interest, except solely for the Merger contemplated hereby. If purposes of indicating to such third party that Seller is bound by exclusivity obligations (without specifying any further details of such exclusivity obligations, including the Company duration or expiration thereof); provided, that Seller provides Buyer with prompt notice of any written inquiries or proposals received by Seller, (ii) any commercial banking or investment banking activities of Seller or any StockholderAffiliates of Seller with respect to the Portfolio Company (and not, or any for the avoidance of their respective Agentsdoubt, have provided any person or entity (other than UniCapital) with any confidential information or data relating respect to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to Seller’s ownership interests in the first sentence underlying Subject Interest specifically) or (iii) Seller from taking any actions with respect to any securities of this Section 8.10the Portfolio Company that are not Subject Interests.
Appears in 3 contracts
Sources: Agreement of Direct Purchase and Sale, Agreement of Direct Purchase and Sale (Bank of America Corp /De/), Agreement of Direct Purchase and Sale (Bank of America Corp /De/)
Exclusivity. Seller agrees as follows:
(a) Except with respect to this Agreement and the transactions contemplated herebyby this Asset Purchase Agreement, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall it will cause its Subsidiaries and its and 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 foregoing) (each, an "Agent") Representatives not to, (ai) initiate, solicit solicit, facilitate, seek, knowingly encourage or seekinduce, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders stockholders or any of them) from any Person other than Buyer with respect to the sale or disposition of (x) all or substantially all of the Facility or (y) any material Purchased Assts located at the Facility (other than replacement at Seller’s discretion with substantially equivalent assets in good working condition or repair in the Ordinary Course of Business) pursuant to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or (bii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person Person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, a Proposal or (diii) enter into or consummate any agreement or understanding with any person or entity Person relating to an Acquisition a Proposal.
(b) Except with respect to the transaction contemplated herein, except for the Merger contemplated hereby. If the Company or any StockholderSeller shall immediately cease and terminate, or any of and it shall cause its Subsidiaries and its and their respective AgentsRepresentatives immediately to cease and terminate, have provided any person existing activities, including discussions or entity (other than UniCapital) negotiations with any confidential information or data relating parties conducted heretofore with respect to an Acquisition any Proposal, then they .
(c) Seller shall request the immediate return thereof. The Company and the Stockholders shall promptly notify UniCapital immediately Buyer if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it or any individual of its Subsidiaries or entity referred to in the first sentence any of this Section 8.10their respective Representatives.
Appears in 3 contracts
Sources: Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Asset Purchase Agreement (Integrated Device Technology Inc), Option Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)
Exclusivity. Except with respect to From and after the date of this Agreement and the transactions contemplated herebyAgreement, the Company, the Stockholders and any of their affiliates Seller shall not, and each of them shall cause its Affiliates and its and its Affiliates’ 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 foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly,
(a) solicit, initiate, encourage, respond to or facilitate any inquiries or the making or implementation inquiry, indication of any interest, proposal or offer from any Person other than Buyer or its Representatives (including, without limitation, any an “Alternate Bidder”) relating to or in connection with a proposal or offer to its shareholders for, or any of them) with respect to inquiry in connection with, a merger, acquisition, consolidation, recapitalization, liquidationreorganization, dissolution liquidation or other direct or indirect business combination, bulk reinsurance, business combination, sale or transfer of properties or assets or sale of any Capital Stock (including by way of a tender or exchange offer), or similar transaction involvinginvolving the Acquired Companies or any part of the Business, whenever conducted (in each case, other than as permitted under Section 7.01 or in connection with the acquisition, disposition or custody of Investment Assets in the ordinary course of business, an “Acquisition Proposal”);
(b) participate in or attend any discussions or negotiations or enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any purchase of all information to, any Alternate Bidder relating to or in connection with any portion of the assets or Acquisition Proposal by such Alternate Bidder; or
(c) accept any equity securities of, the Company (any such proposal or offer being hereinafter referred from any Alternate Bidder relating to as an "a possible Acquisition Proposal"), Proposal or (b) engage in any negotiations concerning, or provide any confidential information or data otherwise commit to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding transaction contemplated by any Acquisition Proposal with any person Alternate Bidder. If Seller or entity relating to any of its Affiliates or any of its or its Affiliates’ respective Representatives receives an Acquisition Proposal, except for Seller shall promptly notify Buyer of such inquiry, proposal or offer and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the Merger contemplated herebyterms and conditions thereof, including the names of the interested parties and any other written communications received from such Person with respect to such inquiry, proposal or offer. If In the Company or any Stockholder, or any event 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 Seller shall, and shall request cause its Affiliates to, use reasonable best efforts to oppose and prevent such Acquisition Proposal in the immediate return thereof. The Company Rehabilitation and before the Rehabilitation Court and shall use reasonable best efforts to cause the Rehabilitator and the Stockholders shall notify UniCapital immediately if any inquiriesRehabilitation Court not to solicit, proposals initiate, encourage, respond to, facilitate, participate in, negotiate or offers related accept such Acquisition Proposal, and to an decline such 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Rehabilitation.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Ares Management Corp), Stock Purchase Agreement
Exclusivity. Except with respect to this Agreement Seller agrees that it and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall its controlled Affiliates will not, 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 foregoing) (each, an "Agent") will direct their Representatives not to, (a) between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, solicit, initiate, solicit participate in negotiations with respect to, encourage or seek, directly or indirectly, any inquiries or assist the making or implementation submission of any proposal or offer (includingfrom any Person, without limitationother than Buyer and its Representatives, providing for the direct or indirect sale or other disposition of the Shares. Seller and its controlled Affiliates shall immediately cease all existing discussions and negotiations, if any, with any proposal Person or offer to entity other than Buyer and its shareholders or any of them) Representatives with respect to a mergerany transaction, acquisitionagreement or arrangement that in each case, consolidation, recapitalization, liquidation, dissolution would materially interfere with or similar transaction involvingimpair, or any purchase of all or any portion of the assets or any equity securities offoreclose, the Company ability of Seller to consummate the Sale pursuant to this Agreement (any such transaction, a “Competing Transaction”). Seller and its controlled Affiliates shall not:
(a) solicit offers, inquiries or proposals for any offer, inquiry or proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or enter into a Competing Transaction with any Person other than Buyer; or
(b) engage in any discussions or negotiations concerningwith, or 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 attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement agreement, arrangement or understanding with any person Person or entity relating to an Acquisition ProposalPersons other than Buyer and its advisers, regarding a Competing Transaction with any Person other than Buyer, except to the extent necessary for compliance with any Applicable Law. Seller agrees that it will and will cause its Affiliates to, between the Merger contemplated hereby. If date hereof and the Company or any Stockholderearlier of the Closing and the termination of this Agreement in accordance with its terms, vote, or cause to be voted, all Shares against authorization or approval of any Competing Transaction submitted to a vote of their respective Agentsholders of shares of Common Stock, have provided any person or entity (other than UniCapital) except to the extent necessary for compliance with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Applicable Law.
Appears in 2 contracts
Sources: Stock Purchase Agreement (American International Group, Inc.), Stock Purchase Agreement (Corebridge Financial, Inc.)
Exclusivity. Except with respect From and after the Execution Date through and including the earlier to occur of (a) a termination of this Agreement and (b) the transactions contemplated herebyEffective Time, Seller shall (a) terminate all discussions and negotiations with others regarding a sale or other transaction involving any of the Transferred Assets, the Companyequity interests (whether newly issued or currently outstanding) of Seller or CITERCO, any merger, business combination or recapitalization involving Seller or CITERCO, the Stockholders and liquidation, dissolution or reorganization of Seller or CITERCO, or any of their affiliates shall not, 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 foregoing) similar transaction (each, an "Agent"a “Possible Alternative”); and (b) not to, (a) initiate, solicit or seekSeller shall not, directly or indirectly, nor shall it authorize any inquiries of its Affiliates, officers, directors or employees, or any investment banker, financial advisor, attorney, accountant or other representative retained by it, and shall advise each of such persons not, (i) to solicit, initiate, encourage (including by way of furnishing information or assistance), conduct discussions regarding or engage in negotiations regarding or take any other action to facilitate, the making or implementation of any proposal which constitutes or offer (including, without limitation, any proposal or offer may reasonably be expected to its shareholders or any of them) with respect lead to a mergerPossible Alternative, acquisition(ii) to enter into an agreement (including any confidentiality agreement, consolidation, recapitalization, liquidation, dissolution letter of intent or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapitaldocument) with any confidential information person, other than Buyer, providing for or data relating to an Acquisition Proposala Possible Alternative or (iii) to make or authorize any statement, then they shall request the immediate return thereofrecommendation or solicitation in support of any Possible Alternative by any Person, other than by Buyer. The Company and the Stockholders shall notify UniCapital immediately if If any inquiries, such inquiries or proposals or offers related to an Acquisition Proposal are received by, any confidential such information or data is requested from, or any such negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it Seller or any individual or entity referred to in of its representatives, then Seller shall promptly notify Buyer of the first sentence nature and terms of this Section 8.10any of the foregoing and the identity of the parties involved.
Appears in 2 contracts
Sources: Sale and Purchase Agreement (NuStar Energy L.P.), Sale and Purchase Agreement (NuStar GP Holdings, LLC)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall it will cause the Company and its and their respective directors, officers, employees, Affiliates and other agents and representatives Representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "“Agent"”) not to, : (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its shareholders stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities ownership interests of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal, except for 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 they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital Buyer immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it Seller or the Company or any individual of their respective directors, officers, employees and Affiliates or, to its knowledge, any other Agent. Seller and the Company shall, and shall cause their respective Representatives to, immediately cease and terminate any discussion, negotiation or entity referred other activity with any third party heretofore conducted by Seller, the Company, any of their respective Affiliates and any Agent of the foregoing with respect to in the first sentence of this Section 8.10any Proposal.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Tiptree Financial Inc.), Membership Interest Purchase Agreement (National Health Investors Inc)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and will cause each of them shall cause its Affiliates and each of Seller’s and its Affiliates’ respective directors, officers, managers, members, employees, agents agents, consultants, advisors or other representatives, including legal counsel, accountants and representatives (includingfinancial advisors, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, directly or indirectly (a) initiatesolicit, solicit initiate or seekknowingly encourage any inquiry, proposal or offer (written or oral) (other than from Buyer or its Affiliates), to acquire, directly or indirectly, any inquiries the Business or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Acquired Companies or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any material portion of the assets used in the Business, whether by merger, consolidation, refinancing, recapitalization, business combination, share exchange, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise, other than (i) sales of products of the Business in the Ordinary Course of Business or (ii) in any transaction involving Seller as a whole, any equity securities ofinterest in Seller as a whole, the Company or all or substantially all of Seller’s assets (any such proposal or offer being hereinafter referred to as in each case, an "“Acquisition Proposal"”), or (b) engage participate in any negotiations concerningdiscussion or negotiation regarding, or provide furnish any confidential information or data with respect to, or have assist or facilitate in any substantive discussions withmanner, any person relating Acquisition Proposal or any attempt to make an Acquisition Proposal. Seller shall immediately cease, (c) otherwise cooperate in and cause to be terminated, any effort or attempt to makeand all contacts, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding discussions and negotiations with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or third parties regarding any of their respective Agentsthe foregoing, 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 and the Stockholders shall Seller will notify UniCapital Buyer immediately if any inquiriesPerson makes any proposal, proposals offer, inquiry or offers contact related to an Acquisition Proposal are received byand provide Buyer with the details thereof (including the Person making such offer, any confidential information inquiry or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to contact and a copy of all written communication in the first sentence of this Section 8.10connection therewith) and their response thereto.
Appears in 2 contracts
Sources: Purchase Agreement (Cree Inc), Purchase Agreement (Cree Inc)
Exclusivity. Except with respect to this Agreement The Sellers shall not (and the transactions contemplated hereby, Sellers shall not allow any of the Company, the Stockholders and Eldorado Entities or any of their affiliates shall notdirectors, and each of them shall cause its respective officers, employees, agents agents, affiliates or representatives, including investment bankers, financial advisors, attorneys and representatives accountants to (includingcollectively, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing"Representatives")) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, take any inquiries of the following actions: (i) solicit, initiate, facilitate or knowingly encourage, or furnish information with respect to any of the Eldorado Entities or the making or implementation of Business in connection with, any inquiry, proposal or offer (including, without limitation, from any proposal or offer to its shareholders or any of them) Person with respect to a any merger, acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar other business combination or acquisition (other than the transaction involving, contemplated in this Agreement) involving any of the Eldorado Entities or any purchase the acquisition of all or any a substantial portion of the assets of, or any equity securities of, any of the Company Eldorado Entities or any tender offer or exchange offer (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalTransaction"); (ii) negotiate, discuss, explore or (b) engage otherwise communicate or cooperate in any negotiations concerningway with any third party with respect to any Acquisition Transaction; (iii) enter into any agreement, arrangement or provide any confidential information or data to, or have any substantive discussions with, any person relating understanding with respect to an Acquisition ProposalTransaction 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 (civ) otherwise cooperate 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 effort event no later than 24 hours) receipt of any written inquiry, offer or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding proposal with any person or entity relating respect to an Acquisition ProposalTransaction, except for including information as to the Merger contemplated hereby. If identity of the Company party or any Stockholderofferor making such inquiry, offer 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 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10proposal.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Headwaters Inc), Securities Purchase Agreement (Headwaters Inc)
Exclusivity. Except with respect to From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with its terms, neither Seller nor bcIMC shall (and the transactions contemplated hereby, the Company, the Stockholders and shall not cause or permit their respective Affiliates or any of their affiliates shall not, 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 their Affiliates’ Representatives to) directly or them and any individual member or employee of the foregoing) (each, an "Agent") not to, indirectly: (a) solicit, initiate, solicit or seek, directly or indirectly, any inquiries or encourage the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), Proposal or (b) engage participate in any discussions or negotiations concerningregarding, furnish any information with respect to, assist or participate in, or provide facilitate in any confidential information or data toother manner, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt by any Person to makedo or seek any Acquisition Proposal. Each of Seller and bcIMC shall immediately cease and cause to be terminated, implement and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or accept negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. Seller and bcIMC shall notify Buyer promptly (and in any event within three (3) Business Days) if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing (d) enter into whether solicited or consummate any agreement or understanding with any person or entity relating to an unsolicited). For purposes hereof, “Acquisition Proposal” shall mean any inquiry, except for the Merger contemplated hereby. If proposal or offer from any Person (other than Buyer) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any Stockholder, of the MUI Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other Equity Interests of the Company or any of their respective Agentsthe MUI Subsidiaries; or (iii) the sale, have provided lease, exchange or other disposition of any person significant portion of the Company’s or entity (other than UniCapital) any MUI Subsidiary’s properties or assets. Notwithstanding the foregoing, nothing in this Section 6.8 will restrict Seller from complying with any confidential information or data relating its obligations to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and bcIMC pursuant to 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Agreement.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiateExcept as otherwise provided in this Agreement, solicit until the earlier to occur of (i) Closing, or seek(ii) the date of termination of this Agreement pursuant to Section 8.01 below, no Seller will, directly or indirectly, any inquiries discuss, negotiate with respect to or the making or implementation of solicit any proposal to sell, assign, convey, dispose of, exchange or offer otherwise transfer any of its Shares or any rights or interest therein (includingincluding by way of issuing any securities convertible or exercisable into or exchangeable for, without limitationor any options, warrants or other rights to acquire such Share or any proposal interests therein or offer entering into any derivative, swap or similar contract or instrument with respect thereto or entering into any borrowing arrangement secured by any such Shares) to its shareholders any Person other than Buyer or any of themits Affiliates, in each case whether voluntary, involuntary or by operation of law, or agree or commit to do any of the foregoing.
(b) with respect If this Agreement is terminated pursuant to Section 8.01(b) solely as a mergerresult of the non-satisfaction of the condition set forth at Section 7.01(b), acquisitioneach Seller shall not, consolidationand shall cause each Seller that is a Subsidiary of the Company not to, recapitalizationdirectly or indirectly, liquidationsell, dissolution assign, convey, dispose of, exchange or similar transaction involvingotherwise transfer any of its Shares or any rights or interest therein (including by way of issuing any securities convertible or exercisable into or exchangeable for, or any purchase of all options, warrants or other rights to acquire such Share or any portion interests therein or entering into any derivative, swap or similar contract or instrument with respect thereto or entering into any borrowing arrangement secured by any such Shares) to a Restricted Buyer or any of its Affiliates, in each case, whether voluntary, involuntary or by operation of law, or agree or commit to do any of the assets or any equity securities of, the Company foregoing (any of the aforementioned actions being a “Prohibited Transfer”) during the period of six months following such proposal termination.
(c) If this Agreement is terminated pursuant to Section 8.01(b) solely as a result of (a) the material breach by any Seller of its obligations under Section 2.02 or offer being hereinafter referred to as an "Acquisition Proposal"(b) non-satisfaction of Sections 7.01(d), (e), or (g) of this Agreement, each Seller shall not, and shall cause each Seller that is a Subsidiary of the Company not to, directly or indirectly, effect a Prohibited Transfer in each case, to a Restricted Buyer or any of its Affiliates, during the period of 15 months following such termination.
(d) For the avoidance of doubt, subject solely and strictly to the terms thereof, except as set forth in Sections 5.05(a), (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate above, nothing in this Agreement shall in any effort way limit, prevent or attempt restrict any Seller from selling, transferring, disposing of or dealing in its Shares (in whole or part) or any interest therein (including creating any Encumbrance over Shares) at any time following termination of this Agreement.
(e) For the avoidance of doubt, Buyer covenants and undertakes to makeSellers not to bring or assert any claim under Sections 5.05(a), implement or accept an Acquisition Proposal, (b) or (dc) enter into or consummate any agreement or understanding with any person or entity relating above where Closing did not occur due to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any non-satisfaction of their respective Agents, have provided any person or entity (other than UniCapitalSection 7.01(f) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Agreement.
Appears in 2 contracts
Sources: Purchase Agreement (Wimm Bill Dann Foods Ojsc), Purchase Agreement (Pepsico Inc)
Exclusivity. Except with respect for those planned dispositions of non-core assets publicly disclosed by Macrovision Corporation in its presentation to RiskMetrics Group representatives on April 8, 2008 publicly filed on April 8, 2008 (other than the disposition of assets contemplated as a result of this Agreement Agreement), Seller shall not (and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them Seller shall cause its respective affiliates, representatives, officers, managers, employees, directors and 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek), directly or indirectly, any inquiries (a) submit, solicit, initiate, encourage or the making or implementation of discuss any proposal or offer from any Person (including, without limitation, other than Buyer and its affiliates in connection with the transactions contemplated hereby) or enter into any proposal agreement or accept any offer relating to its shareholders or consummate (other than this Agreement or in connection with the transactions contemplated by this Agreement) any of them(i) with respect to a merger, acquisition, consolidation, recapitalizationreorganization, liquidation, dissolution or recapitalization of solely the Network Business or the Equity Interests, (ii) merger or consolidation involving solely the Network Business or the Equity Interests, (iii) purchase or sale of all or substantially all of the assets of the Company and its Subsidiaries used exclusively in the Network Business (other than in the ordinary course of business), or (iv) similar transaction involvingor business combination involving solely the Network Business or the Equity Interests (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 neither 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 a Business Transaction and will promptly provide Buyer with copies of and disclose to Buyer the details concerning any such proposal, inquiry or contact. For the avoidance of doubt, this Section 7.3 shall not apply to, or limit in any way, the submission, solicitation, initiation, encouragement or discussion of proposals or offers from any Person, or the entry into any agreement or acceptance of any offer relating to, or the consummation of (i) the direct or indirect acquisition or purchase of all or any portion of the assets capital stock or equity interests of Parent or any equity securities ofof its Subsidiaries or assets of Parent or any of its Subsidiaries, the Company (ii) any such proposal merger, consolidation or offer being hereinafter referred other business combination relating to as an "Acquisition Proposal")Parent or any of its Subsidiaries, or (biii) engage in a recapitalization, reorganization or any negotiations concerning, other extraordinary business transaction involving or provide any confidential information or data to, or have any substantive discussions with, any person otherwise relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or 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 or any Stockholder, Parent or any of their respective Agentsits Subsidiaries; provided, have provided that any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they Person involved in a transaction covered by this paragraph shall request the immediate return thereof. The Company 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 agree in writing to be initiated or continued with, it or any individual or entity referred to in bound by the first sentence terms of this Section 8.10Agreement in connection with such transaction.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Macrovision Solutions CORP), Equity Purchase Agreement (Lions Gate Entertainment Corp /Cn/)
Exclusivity. Except with respect to From the date hereof through the earlier of the Closing or the date on which a party terminates this Agreement in accordance with Article 10, the Sellers shall not (and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them Sellers shall cause its their respective Affiliates, representatives, officers, managers, employees, directors and 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek), directly or indirectly, any inquiries (i) submit, solicit, initiate, knowingly encourage or the making or implementation of discuss any proposal or offer from any person (includingother than Buyers and their Affiliates in connection with the transactions contemplated hereby), without limitationor enter into any agreement or accept any offer relating to, or consummate any proposal or offer to its shareholders or any of them(a) with respect to a merger, acquisition, consolidation, recapitalizationreorganization, liquidation, dissolution or similar transaction involvingrecapitalization of any of the 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 all or any a material portion of the assets or any equity interests (or any rights to acquire, or securities ofconvertible into or exchangeable for, the Company (any such proposal equity interests) of any of the Transferred Subsidiaries or offer being hereinafter referred to as an "Acquisition Proposal"the Indirect Subsidiaries (other than the purchase and sale of inventory and the purchase of capital equipment in the Ordinary Course), or (b) engage in any negotiations concerning, or 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 attempt to make, implement or accept an Acquisition Proposal, or (d) enter into transaction or consummate business combination similar to those described in the preceding clauses (a) through (c) involving any agreement of the Transferred Subsidiaries or understanding 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 entity relating inquiry with respect to an Acquisition Proposal, except for 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Alternative Transaction.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Mallinckrodt PLC)
Exclusivity. Except 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 this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives Transaction (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing“Representatives”) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries (i) solicit, initiate, seek, or knowingly encourage, facilitate or induce the making making, submission or implementation announcement of any proposal Alternative Proposal (as defined below), (ii) disclose to any person or offer (includingentity any information relating to the Company and/or any of its subsidiaries in connection with, without limitationor enter into, participate in, maintain or continue any communications or negotiations regarding, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Alternative Proposal, (ciii) otherwise cooperate in agree to, accept, recommend or endorse (or publicly propose or announce any effort intention or attempt desire to makeagree to, implement accept, recommend or accept an Acquisition endorse) any Alternative Proposal, or (div) enter into any letter of intent, contract or other agreement relating to, or otherwise agree to or consummate or effect any agreement Alternative Proposal. For purposes of this agreement, the term “Alternative Proposal” means any expression of interest in, or understanding with agreement, offer or proposal for, any person acquisition (including beneficial ownership) of 10% or entity relating to an Acquisition Proposal, except for more of the Merger contemplated hereby. If outstanding voting securities of the Company or all or any Stockholdermaterial portion of the Company’s assets, whether by way of a merger, consolidation, reorganization, liquidation, asset sale, stock purchase, tender offer or other business combination, or any of their respective Agentsmaterial, have provided any person non-ordinary course development, license, lease or entity (joint venture transaction, other than UniCapital) with any confidential information offer, proposal or data relating to an Acquisition Proposal, then they shall request the immediate return thereofindication of interest made by or on behalf of SAP. The Company will immediately cease and cause to be terminated (and during the Stockholders shall notify UniCapital immediately if Exclusive Period will not resume or otherwise continue) any inquiriesand all existing activities, proposals or offers related discussions and negotiations with any persons conducted heretofore with respect to any Alternative Proposal. In the event that the Company receives an Acquisition Proposal are received by, any confidential information or data is requested fromAlternative Proposal, or any negotiations or discussions related request for information relating to the Company in connection with an Acquisition 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 are sought to be initiated or continued with(as well as any subsequent modifications thereto), it or any individual or entity referred to in not later than 24 hours after each such receipt by the first sentence of this Section 8.10Company.
Appears in 2 contracts
Sources: Exclusivity Agreement, Exclusivity Agreement (Saturn Expansion Corp)
Exclusivity. Except with respect to (a) From the date of this Agreement and through the transactions contemplated herebyClosing, the Company, the Stockholders and any of their affiliates shall Sellers will not, and each of them shall cause its their respective officers, employees, representatives, advisers, 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 foregoing) (each, an "Agent") Affiliates not to, (a) initiate, solicit or seek, directly or indirectly, solicit, encourage, facilitate or initiate any inquiries or the making or implementation of any proposal proposals or offer (includingoffers from, without limitationengage in negotiations or discussions with, or provide any information or data to, or otherwise cooperate in any manner with, any proposal Person or offer to group of Persons (other than Buyer and its shareholders Affiliates) concerning any direct or any of them) with respect to a indirect sale or other disposition of, or merger, acquisition, consolidation, recapitalization, liquidation, dissolution business combination or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities ofBusiness, the Company (Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts. Sellers shall, and shall cause their respective officers, employees, representatives, advisers, agents and Affiliates to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Sellers shall promptly notify Buyer if any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential such information or data is requested from, or any such negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued withwith or about the Business, it the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts and shall promptly request each Person who has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Business, the Acquired Companies, the Transferred Assets, the Assumed Liabilities or the Subject Contracts to return or destroy in accordance with the applicable confidentiality agreement, all confidential information heretofore furnished to such person by or on behalf of the Sellers.
(b) From the date of this Agreement until the Closing, neither Buyer nor its Affiliates will take, or agree or commit to take, any action for the purpose of impeding the ability of Buyer to consummate the transactions contemplated by this Agreement or any individual or entity referred to in the first sentence of this Section 8.10Ancillary Agreement.
Appears in 2 contracts
Sources: Stock Purchase and Asset Transfer Agreement (Cigna Corp), Stock Purchase and Asset Transfer Agreement (Prudential Financial Inc)
Exclusivity. Except with respect to this Agreement Between the date hereof and the transactions contemplated herebyClosing Date or the earlier termination of this Agreement, the Company, the Stockholders and any of their affiliates shall notSeller shall, and each of them shall cause the Company and its and their respective employeesaffiliates, agents officers, directors, employees and representatives representatives, not to directly or indirectly (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (ai) initiate, solicit solicit, encourage or seek, directly or indirectly, any inquiries or knowingly facilitate the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related that constitute, or may reasonably be expected to an Acquisition Proposal are received bylead to, any confidential Alternative Transaction Proposal, (ii) engage or participate in any discussions or negotiations regarding, or provide or cause to be provided any information or data is requested fromrelating to the Seller or the Company in furtherance of, or have any discussions with any Person relating to, an actual or proposed Alternative Transaction Proposal or (iii) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar statement of intention or agreement relating to any Alternative Transaction Proposal. The Seller will immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date hereof with any parties other than the Purchaser or discussions related its Affiliates with respect to any Alternative Transaction Proposal. The Seller will also promptly notify the Purchaser of any inquiry or proposal received by the Seller, the Company or their respective Affiliates, officers, directors, employees and representatives with respect to an Acquisition Alternative Transaction Proposal are sought received on or subsequent to be initiated the date hereof that relates to an Alternative Transaction Proposal first made prior to the date hereof (including, for the avoidance of doubt, any proposal on or continued with, it or any individual or entity referred subsequent to in the date hereof that relates to an Alternative Transaction Proposal first sentence of this Section 8.10made prior to the date hereof).
Appears in 2 contracts
Sources: Stock Purchase Agreement (Employers Holdings, Inc.), Stock Purchase Agreement (Employers Holdings, Inc.)
Exclusivity. Except with respect to From and after the date of this Agreement and the transactions contemplated herebyAgreement, the Company, the Stockholders and any of their affiliates Seller shall not, and each of them shall cause its Affiliates and its and its Affiliates’ 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 foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (a) solicit, initiate, encourage or facilitate any inquiries inquiry, indication of interest, proposal or offer from any Person other than Buyer or its Representatives (an “Alternate Bidder”) relating to or in connection with a proposal or offer for a merger, consolidation, amalgamation, bulk reinsurance, business combination, sale or transfer of properties or assets or sale of any Capital Stock (including by way of a tender or exchange offer), or similar transaction involving the making Acquired Companies or implementation any part of the Business, whenever conducted (in each case, other than as permitted under Section 7.01(a) or Section 7.01(b) or in connection with the acquisition, disposition or custody of investment assets in the ordinary course of business, an “Acquisition Proposal”), (b) participate in or attend any discussions or negotiations or enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any information to, any Alternate Bidder relating to or in connection with any Acquisition Proposal by such Alternate Bidder or (c) accept any proposal or offer (including, without limitation, from any proposal or offer to its shareholders or any of them) with respect Alternate Bidder relating to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution possible Acquisition Proposal or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data otherwise commit to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding transaction contemplated by any Acquisition Proposal with any person Alternate Bidder. In the event that Seller or entity relating to any of its Affiliates or any of its or its Affiliates’ respective Representatives receives an Acquisition Proposal, except for Seller shall promptly notify Buyer of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the Merger contemplated hereby. If terms and conditions thereof, including the Company or any Stockholder, or any names 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 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10interested parties.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Hartford Financial Services Group Inc/De), Stock and Asset Purchase Agreement
Exclusivity. Except with respect to (a) From the date of this Agreement and until the transactions contemplated herebyClosing or, if earlier, the Companytermination of this Agreement in accordance with its terms, the Stockholders and any of their affiliates Seller Parties shall not, 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 foregoing) (each, an "Agent") their Representatives not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries : (i) initiate or knowingly solicit the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related that constitute or may reasonably be expected to lead to any Acquisition Proposal (as hereinafter defined) or engage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, or (ii) approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any merger agreement, letter of intent, agreement in principle, stock purchase agreement, asset purchase agreement, license agreement, or stock exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal are received byor enter into any agreement or agreement in principle requiring Seller Parties to abandon, terminate or fail to consummate the Agreement or breach their obligations hereunder or propose or agree to do any confidential information of the foregoing. Seller Parties shall, and shall cause their Representatives to, immediately cease and take any solicitation, knowing encouragement, discussion or data is requested fromnegotiation with any Persons conducted by Seller Parties or any of their Representatives prior to the date of this Agreement with respect to any Acquisition Proposal.
(b) For purposes of this Agreement, “Acquisition Proposal” means any bona fide offer or proposal, or any negotiations indication of interest in making a bona fide offer or discussions related proposal, made by a Person or group at any time that is structured to an Acquisition Proposal are sought permit such Person or group to be initiated acquire, in one transaction or continued witha series of transactions, it beneficial ownership of at least 5% of the assets of, equity interest in, or business of, the Company, taken as a whole, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, license of assets (including any individual Owned Intellectual Property) outside the ordinary course of business, tender offer or entity referred to exchange offer or similar transaction, in each case other than the first sentence of this Section 8.10transactions contemplated hereby.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Kakarala Kartik), Asset Purchase Agreement (Smart Server, Inc)
Exclusivity. Except In consideration of the time, effort and expenses to be undertaken by Pinnacle in connection with respect to this Agreement and the pursuit of the transactions contemplated hereby, and other good and valuable consideration the Companyreceipt and adequacy of which are hereby acknowledged, ACDL hereby agrees that, from the Stockholders date hereof through and any including the earlier of their affiliates the Closing Date or the date of the termination of this Agreement in accordance with its terms, ACDL shall not, and each shall not authorize or permit any of them shall cause its respective directors, officers, employees, agents and consultants, agents, Affiliates or representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, solicit, initiate or take any inquiries action to facilitate, enter into any agreement, letter of intent, term sheet, arrangement or the making understanding or implementation of any proposal participate in discussions or offer (including, without limitation, any proposal or offer to its shareholders or any of them) negotiations with respect to a (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 otherwise acquire, directly or indirectly, of any equity securities, or any material assets of ACDL or its Subsidiaries, (v) any tender offer or exchange offer (or other offer to purchase or acquire) that if consummated would result in any person beneficially owning any equity securities of ACDL or its Subsidiaries, (vi) any merger, acquisitionconsolidation, consolidationamalgamation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, involving ACDL or any purchase of all or any portion its Subsidiaries, in each case of the assets or any equity securities offoregoing clauses (i) through (vi), other than the transactions contemplated by this Agreement, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")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 (bvii) any of the matters addressed in the Transaction Agreements; provided, however, that ACDL may engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company 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 regarding investments or financing arrangements by the Harbinger Lending Parties and their Affiliates, lenders under the BIDV Credit Agreement (but only with respect to an Acquisition Proposal are sought lending thereunder), and any prospective lenders but only with respect to be initiated or continued with, it or any individual or entity referred to (i) increases in the first sentence term loan under the BIDV Credit Agreement and (ii) 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 8.103.3 and not expressly permitted by Section 3.3 received by any officer, director, financial advisor, accountant, attorney, representative, agent or other advisor of ACDL and (B) the material terms of such proposal (including the identity of the Person making such proposal).
Appears in 2 contracts
Sources: Share Subscription Agreement, Share Subscription Agreement (Pinnacle Entertainment Inc.)
Exclusivity. Except with respect to this Agreement (a) During the Interim Period, each of the Company and the transactions contemplated herebyCision 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 date of this Agreement, the Company has provided information relating to the Company and its Subsidiaries and has afforded access to, and engaged in 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 the Company of this Section 10.03(a); provided, further, however, that the foregoing acknowledgement shall not in any way diminish the obligations of the Company, the Stockholders 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 respect of, or enter into any agreement or 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 entertain 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, in such event, the Company shall notify Acquiror of their affiliates shall notsuch facts and circumstances. Each of the Company and the Cision Owner shall, and each of them shall cause its respective employeesAffiliates and Representatives to, agents immediately cease any and representatives (includingall existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, without limitation, any investment banking, legal or accounting firm retained by it which is reasonably likely to give rise to or them and any individual member or employee of the foregoing) (eachresult in, an "Agent"Acquisition Transaction.
(b) not toDuring the Interim Period, (a) initiatenone of Acquiror, solicit Holdings or seekMerger Sub shall take, nor shall they permit any of their respective Affiliates or Representatives to take, whether directly or indirectly, any inquiries action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the making Company, the Cision Owner and/or any of their Affiliates), concerning, relating to or implementation of which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or offer indication of interest, written or oral relating to any Business Combination (includinga “Business Combination Proposal”) other than with the Company, without limitationthe Cision Owner and their respective Affiliates and Representatives. Each of Acquiror, Holdings and Merger Sub shall, and each shall cause its respective Affiliates and Representatives to, immediately cease any proposal and all existing discussions or offer negotiations with any Person conducted prior to its shareholders or any of them) the date hereof with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any person relating to an Acquisition a Business Combination Proposal, (c) otherwise cooperate in any effort or 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Capitol Acquisition Corp. III)
Exclusivity. Except (a) For the period from the date hereof until December 31, 1996 (the "Exclusivity Period"), neither CyberGate nor the Shareholders shall, nor shall CyberGate or the Shareholders authorize or permit any of their respective affiliates to, nor shall CyberGat 44 or the Shareholders authorize or permit any officer, director or employee of CyberGate or the Shareholders, or any investment banker, attorney or other adviser or representative of, CyberGate, any of its affiliates or the Shareholders to, (A) solicit or initiate, or encourage the submission of, or respond to inquiries or proposals regarding, any takeover proposal (as defined below) with respect to CyberGate or any issuance of equity or debt securities by CyberGate ("proposed securities issuance"), (B) enter into any agreement, arrangement or understanding with respect to any takeover proposal or proposed securities issuance, or (C) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or 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 takeover proposal or proposed securities issuance, other than a transaction with ACSI; provided that upon expiration of the Exclusivity Period (or any subsequent 7-day period contemplated by this Agreement and proviso) the transactions contemplated herebyExclusivity Period shall be extended for an additional 7 days unless either party has provided prior written notice to the other party that it does not desire to so extend the Exclusivity Period.
(b) CyberGate or the Shareholders, as the Companycase may be, will immediately notify ACSI of the Stockholders and occurrence of any takeover proposal or any proposed securities issuance.
(c) For purposes of their affiliates shall notthis Agreement, and each "takeover proposal" means (A) any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of them shall cause its respective employeesa substantial amount of assets of CyberGate or the Subsidiaries or of any voting securities of, agents and representatives or equity interest in, CyberGate or the Subsidiaries (including, without limitation, from the Shareholders) or which would require approval under any investment bankingfederal, legal state or accounting firm retained by it local law, rule, regulation, judgment, injunction or them and other governmental rule governing or relating to the current or contemplated business operations of CyberGate or the Subsidiaries, or any individual member or employee merger, consolidation, business combination, sale of a material portion of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidationassets, recapitalization, liquidation, dissolution or similar transaction involving, involving CyberGate or the Subsidiaries or any purchase other transaction, the consummation of all which would reasonably be expected to impede, interfere with, prevent or any portion materially delay the transactions contemplated hereby or which would reasonably be expected to dilute materially the benefits to ACSI of the assets or transactions contemplated hereby and (B) any equity securities ofinquiry, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, from any person relating to an Acquisition Proposalany direct or indirect acquisition or purchase, by operation of law or otherwise of any beneficial interest in equity securities of CyberGate or the Subsidiaries (cor interest therein) otherwise cooperate in any effort or 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 beneficially owned by the Merger contemplated hereby. If the Company or any Stockholder, Shareholders or any of their respective Agents, have provided any person associates 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 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10affiliates.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Communications Services Inc)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the no Company, the Stockholders no Stockholder and any none of their affiliates shall notshall, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the any Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition 45 Proposal, (c) otherwise cooperate in any effort or 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 any 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Section 13.1, 13.2 or 13.3.
Appears in 1 contract
Sources: Agreement and Plan of Contribution (Unicapital Corp)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiateFrom and after the date hereof until the Closing or termination of this Agreement pursuant to Article IX (Termination), solicit Seller will not, nor will it authorize or seekpermit any of its Subsidiaries, or its or their respective Representatives to, directly or indirectly, any inquiries (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making making, submission or implementation announcement of any inquiry, expression of interest, proposal or offer concerning (includingA) the sale or other conveyance of the Business, without limitation(B) the sale or other conveyance of the Equity Interests or all or substantially all of the Purchased Assets (in the case of clauses (A) and (B), any proposal or offer to its shareholders or any whether by way of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion capital stock, purchase of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"otherwise), or (bC) engage a license of all or substantially all of the Business Intellectual Property related to the Business (an “Acquisition Proposal”); (ii) hold or participate in any negotiations concerningor discussions or enter into any agreements that would reasonably be expected to lead to, an Acquisition Proposal; (iii) make available to any Person any non-public information with respect to, or provide take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (iv) 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. Seller shall immediately (w) cease, and shall cause its Subsidiaries and Representatives to immediately cease, and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal, (x) promptly inform Seller’s Representatives of its and their obligations pursuant to this Section, (y) not amend, terminate, waive or fail to enforce any provisions of any confidentiality agreement with respect to any potential Acquisition Proposal, and (z) promptly request, in accordance with the terms of any such confidentiality agreement, the return or destruction of any confidential information previously furnished pursuant thereto. Seller shall be responsible for any actions taken by its Representatives and Subsidiaries in violation of this Section 4.6.
(b) Seller shall immediately notify Purchaser orally and in writing after receipt by Seller or data any of its Subsidiaries (or, to the Knowledge of Seller, by any of its or their respective Representatives) of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (ciii) otherwise cooperate in any effort or attempt to make, implement or accept other notice that any Person is considering making an Acquisition Proposal, or (div) enter into any request for non-public information primarily relating to the Business or consummate the Purchased Assets or for access to any agreement of the properties, books or understanding records of Seller by any Person other than Purchaser not in the ordinary course of business consistent with any person past practice or entity relating that Seller reasonably believes would not be expected to lead to an Acquisition Proposal, except for . Such notice shall describe (A) the Merger contemplated hereby. If the Company or any Stockholder, or any terms and conditions of their respective Agents, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an such Acquisition Proposal, then they inquiry, expression of interest, proposal, offer, notice or request, and (B) subject to the observance of any applicable confidentiality provision in effect on the date hereof, the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. Seller shall request keep Purchaser promptly and fully informed of the immediate return thereof. The Company status and the Stockholders shall notify UniCapital immediately if details of, and any inquiries, proposals or offers related to an Acquisition Proposal are received bymodification to, any confidential information such inquiry, expression of interest, proposal or data offer and any correspondence or communications related thereto and shall provide to Purchaser a complete and correct copy of each such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is requested fromin writing, or a reasonable written summary thereof, if it is not in writing. Seller shall provide Purchaser with forty-eight (48) hours’ prior notice (or such lesser prior notice as is provided to the members of Seller’s board of directors) of any negotiations or discussions related meeting of Seller’s board of directors at which Seller’s board of directors is reasonably expected to an discuss any Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Proposal.
Appears in 1 contract
Sources: Asset Purchase Agreement (Wright Medical Group Inc)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiateBlade agrees that, solicit during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or seekRepresentatives to take, whether directly or indirectly, any inquiries action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the making execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or implementation negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a mergerBusiness Combination, acquisition(ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, consolidation(iii) enter into any acquisition agreement, recapitalizationbusiness combination, liquidation, dissolution merger agreement or similar transaction involvingdefinitive agreement, or any purchase letter of all intent, memorandum of understanding or agreement in principle, or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person other agreement relating to an Acquisition Proposala Business Combination, (c) otherwise cooperate in any effort each case, other than to or attempt to make, implement or accept an Acquisition Proposal, with Blade and its Representatives or (d) enter into otherwise knowingly facilitate any such inquiries, proposals, discussions, or consummate negotiations or any agreement effort by any Person relating to or understanding which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person Person conducted prior to the date hereof with respect to, or entity relating which is reasonably likely to give rise to or result in, an Acquisition Alternate Business Combination Proposal, except for .
(c) Each Party shall notify the Merger contemplated hereby. If other Parties as promptly as practicable (and in any event within 48 hours) in writing of the Company or any Stockholder, receipt by such Party or any of their respective Agents, have provided its Representatives of 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 and the Stockholders shall notify UniCapital immediately if any bona fide inquiries, proposals or offers related offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Proposal are received byTransaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any confidential information such inquiries, proposals, offers or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10requests for information.
Appears in 1 contract
Exclusivity. Except with respect to From and after the date hereof and until the Effective Time or, if earlier, the valid termination of this Agreement and the transactions contemplated herebyin accordance with Section 9.01, the CompanyGAMC shall not take, the Stockholders and nor shall it permit any of their its affiliates shall not, and each of them shall cause its respective employees, agents and representatives or Representatives to (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (ai) initiate, solicit solicit, facilitate or seekencourage (including by way of furnishing non-public information, directly whether publicly or indirectlyotherwise, any inquiries with respect to, or the making or implementation of of, any offer, inquiry, proposal or offer indication of interest, written or oral relating to any business combination transaction (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition “Business Combination Proposal"”), or (bii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information Confidential Information or data to, or have any substantive discussions with, any person relating to an Acquisition a Business Combination Proposal, (ciii) enter into, engage in and maintain discussions or negotiations with respect to any Business Combination Proposal or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of GAMC, (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination Proposal, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, 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 effort or attempt to make, implement or accept an Acquisition Business Combination Proposal, or (dvii) enter into resolve or consummate agree to do any agreement of the foregoing or understanding otherwise authorize or permit any of its Representatives to take any such action. GAMC shall instruct its Representatives to immediately cease any solicitations, discussions or negotiations with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (other than UniCapitalthe parties hereto and their respective Representatives) in connection with any confidential information or data relating to an Acquisition a Business Combination Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.
Appears in 1 contract
Sources: Business Combination Agreement (Golden Arrow Merger Corp.)
Exclusivity. Except with respect to this Agreement During the Designated Period:
(a) Sellers and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates ▇▇▇▇ Members shall not, and each shall not permit any of them shall cause its respective employeestheir directors, officers, Employees, representatives or agents and representatives (includingcollectively, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing“Representatives”) (each, an "Agent") not to, (a) initiate, solicit or seekand shall use their best efforts not to permit their Affiliates to, directly or indirectly, any inquiries (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, either as the making proposed surviving, merged, acquiring or implementation of any proposal or offer (including, without limitationacquired corporation, any proposal or offer to its shareholders or any of them) with respect to transaction involving a merger, acquisition, consolidation, recapitalizationbusiness combination, liquidation, dissolution purchase or similar transaction involving, or disposition of any purchase of all or any portion material amount of the assets Purchased Assets or sale of the Equity Securities of the North American Companies or the Foreign Entities other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any equity securities ofPerson, any information concerning the Company (any such proposal Purchased Assets or offer being hereinafter referred to as Equity Securities of the North American Companies or the Foreign Entities in connection with an "Acquisition Proposal")Transaction, or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (civ) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make, implement do or accept an Acquisition Proposal, seek any of the foregoing.
(b) Sellers and ▇▇▇▇ Members shall (and shall cause their Representatives to) immediately cease and cause to be terminated any existing discussions or (d) enter into or consummate any agreement or understanding negotiations with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity Persons (other than UniCapitalthe ITI Entities) conducted heretofore with respect to any confidential information or data relating Acquisition Transaction. Sellers agree not to an Acquisition Proposal, then they shall request release any third party from the immediate return thereof. The Company confidentiality and the Stockholders shall notify UniCapital immediately if standstill provisions of any inquiries, proposals or offers related agreement to an Acquisition Proposal are received by, which any confidential information or data Seller is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10a party.
Appears in 1 contract
Sources: Acquisition Agreement (Insituform Technologies Inc)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company, the Stockholders Partnership nor Partner and any none of their affiliates shall notshall, and each of them shall cause its respective employees, agents and representatives (including, without 41 limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company Partnership (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 acquisition of the Partnership Interests contemplated hereby. If the Company Partnership or any StockholderPartner, 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 Partnership and the Stockholders Partners 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.
Appears in 1 contract
Sources: Purchase Agreement (Unicapital Corp)
Exclusivity. Except with respect From the date hereof until the first to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 occur of the foregoing) (each, an "Agent") not to, Closing Date or the termination of this Agreement:
(a) initiate, solicit The Seller Parties shall not nor shall the Seller Parties permit any Company or seekany of its Affiliates or Representatives to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any inquiries transaction involving a merger, consolidation, business combination, exchange, purchase, disposition, refinancing or recapitalization, directly or indirectly involving any Company, its Business or any material portion of the Properties of any Company, other than the Transactions (each such prohibited transaction, an “Acquisition or Refinancing Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition or Refinancing Transaction, (iii) furnish, or cause to be furnished, to any Person any information concerning any Company or its Business in connection with an Acquisition or Refinancing Transaction, or (iv) 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. The Seller Parties shall, and shall cause the Companies and their respective Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition or Refinancing Transaction. The Seller Parties shall not nor shall they permit any Company to release any third party from the confidentiality provisions of any agreement to which any Company or any Seller Party is a party.
(b) The Seller Parties shall notify Buyer orally and in writing promptly after receipt by any Seller Party or any Company or any of their respective Representatives of any proposal, offer or other communication from any Person (other than Buyer) concerning an Acquisition or Refinancing Transaction or any request for non-public information relating to any Company or the making Business or implementation for access to the properties, books or records of any Company by any Person (other than Buyer). Such notice shall indicate the identity of the Person making the proposal or offer, or intending to make a proposal or offer (including, without limitation, any proposal or offer requesting non-public information or access to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities ofBooks and Records, the Company (material terms of any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in and copies of any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, written proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, amendments or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10supplements thereto.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cross Country Healthcare Inc)
Exclusivity. Except with respect to this Agreement and From the transactions contemplated herebydate hereof until the Closing, the Company, the Stockholders and any of their affiliates shall Seller will not, and the Seller will cause each of them shall cause its respective employeesRepresentatives, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee each of the foregoing) (each, an "Agent") not to, Applicable Entities and each of their respective Representatives to not: (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company Seller or any Applicable Entity (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an Acquisition a Proposal, except for 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 they shall request the immediate return thereof. The Company and Seller shall promptly notify the Stockholders shall notify UniCapital immediately Buyer if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued withwith the Seller, it any Applicable Entity or any individual or entity referred of their respective Representatives. The Seller shall, and the Seller shall cause each of its Representatives, each of the Applicable Entities and each of their respective Representatives to, immediately cease any existing activities, discussions, negotiations with any Persons with respect to in the first sentence of this Section 8.10any Proposal.
Appears in 1 contract
Exclusivity. Except Until the Closing occurs or this Agreement is terminated in accordance with respect to this its terms, and except in connection with the transactions contemplated by the Target Merger Agreement and the transactions Transactions contemplated hereby, the Company, the Stockholders Seller will not (and any of their affiliates shall not, and each of them Seller shall cause its Subsidiaries and controlled Affiliates and their respective employeesRepresentatives to not), agents solicit, initiate, negotiate, agree to, engage in or renew any contact concerning any proposal or offer, or any contact that would reasonably be expected to result in a proposal or offer, from any Person (other than the Acquirors and representatives (including, without limitation, their respective Affiliates) relating to any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoingfollowing involving the Acquired Companies: (a) a liquidation, dissolution or recapitalization, (b) a merger or consolidation, (c) an acquisition or purchase of any of the material assets (or any material portion of its assets) of, or any equity interest in, the Acquired Companies, except for the sale of assets in the ordinary course of business consistent with past practice, (d) any similar transaction or business combination outside the ordinary course of business, or (e) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Seller’s ability to consummate the Transactions contemplated by this Agreement or the Target Merger Agreement (each, an "Agent"“Acquisition Proposal”). Seller represents and warrants that all discussions and negotiations relating to any Acquisition Proposal (other than the transactions with the Acquirors contemplated by this Agreement) not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries have been terminated. In the event Seller or the making or implementation of ▇▇▇▇▇▇ receives any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an unsolicited Acquisition Proposal, (c) otherwise cooperate Seller shall promptly, and in any effort or attempt to makeevent, implement or accept an Acquisition Proposalwithin forty-eight (48) hours, 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 or any Stockholder, or any provide written notice and a copy 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 and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an such 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Acquirors.
Appears in 1 contract
Sources: Merger Agreement (Platinum Eagle Acquisition Corp.)
Exclusivity. Except with respect to (a) The Companies, TBGSI and the Sellers agree that between the date of this Agreement and the transactions contemplated herebyearlier of the Closing and the termination of this Agreement, the CompanyCompanies, TBGSI and the Stockholders Sellers shall not and shall not permit any of their respective affiliates shall notor Representatives to:
(i) solicit, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit consider, encourage or seek, directly accept any other proposals or indirectly, offers from any inquiries Person relating to any direct or the making indirect acquisition or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the Equity Interests, assets of the Companies, the BSI Properties or any other equity securities ofinterests in the Companies, whether effected by sale of assets, sale or issuance of equity, merger, consolidation, equity exchange or otherwise, other than inventory to be sold in the Company ordinary course of business consistent with past practice; or
(ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing.
(b) The Companies, TBGSI and the Sellers shall 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.
(c) The Companies, TBGSI and the Sellers shall notify Acquiror promptly, but in any event within 24 hours, orally and in writing if any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 or any Stockholderoffer, or any of their respective Agents, have provided any person inquiry or entity (other than UniCapital) contact with any confidential information Person with respect thereto, is made. Any such notice to Acquiror shall indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or data relating to an Acquisition Proposalother contact and the terms and conditions of such proposal, then they shall request the immediate return thereofoffer, inquiry or other contact. The Company Companies, TBGSI and the Stockholders Sellers shall notify UniCapital immediately if not release any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested Person from, or waive any negotiations provision of, any confidentiality or discussions related standstill agreement to an Acquisition Proposal are sought to be initiated which the Companies, TBGSI or continued witha Seller is a party or beneficiary, it or any individual or entity referred to in without the first sentence prior written consent of this Section 8.10Acquiror.
Appears in 1 contract
Exclusivity. Except with respect to Provided that none of the Buyers is in breach of this Agreement and the transactions contemplated herebyAgreement, the Company, the Stockholders and Seller agrees that neither Seller nor any of their affiliates shall notits members or officers shall, and each of them that they shall cause its respective their Affiliates, employees, agents and representatives Representatives (including, without limitation, including any investment bankingbanker, legal attorney or accounting firm accountant retained by it or them and any individual member or employee of the foregoing) (each, an "Agent"them) not to (and shall not authorize any of them to, ) directly or indirectly: (a) solicit, initiate, solicit knowingly encourage or seekknowingly facilitate any inquiries with respect to, directly or indirectlythe making, submission or announcement of, any inquiries offer or proposal from any Person (other than the making or implementation of Buyers) concerning any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to for a merger, acquisitionsale of substantial assets (including the license of any assets), consolidationsale of shares of stock or securities of Seller, recapitalization, liquidation, dissolution or similar transaction involvingbusiness combination involving Seller, or any purchase of all other takeover or business combination transaction involving Seller or any portion sale of the assets or any equity securities of, the Company Acquired Assets other than in accordance with this Agreement (any such proposal or offer being hereinafter referred to as each an "Acquisition “Alternate Proposal"”), or ; (b) engage participate in any discussions or negotiations concerningregarding, or provide furnish to any confidential Person any nonpublic information or data with respect to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt respect with, any Alternate Proposal; (c) engage in discussions with any Person with respect to make, implement or accept an Acquisition Proposal, or any Alternate Proposal (except to inform such Person that these restrictions exist); (d) approve, endorse or recommend any Alternate Proposal; or (e) enter into any letter of intent or consummate similar document or any agreement contract, agreement, arrangement, understanding or understanding commitment contemplating any Alternate Proposal or transaction contemplated thereby or requiring opposition to or seeking to prevent or undermine the transactions contemplated by this Agreement. The Seller will immediately cease any and all existing activities, discussions or negotiations with any person or entity relating Third Parties conducted heretofore with respect to an Acquisition any Alternate Proposal, except for 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 they shall request the immediate return thereof. The Company and obligations set forth in this Section 6.5 shall terminate upon 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 initiated or continued with, it or any individual or entity referred to in earlier of (i) the first sentence termination of this Agreement in accordance with Section 8.1010.1 hereof or (ii) the Closing Date.
Appears in 1 contract
Exclusivity. (a) Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders Company shall not and any of their affiliates shall not, and each of them shall cause its respective employees, shareholders, agents and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "Agent") not to, :
(ai) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company (any such transaction being hereinafter referred to as an "Acquisition" and any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or ;
(bii) engage in any negotiations concerningconcerning an Acquisition Proposal, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, ;
(ciii) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or ; or
(div) enter into or consummate any agreement or understanding with any person or entity Person relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, its Agents have provided any person or entity Person (other than UniCapitalParent or its Agents or the Company's Agents) with any confidential information or data relating to an Acquisition ProposalProposal other than the Confidential Offering Memorandum, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Parent immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data in connection with an Acquisition Proposal is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it the Company, its directors, officers, 10% shareholders or investment bankers.
(b) In the event that the Company, any Company Shareholder, or any individual of their respective Affiliates or entity referred Agents takes any of the actions prohibited under the preceding subsection (a), and the Company enters into an agreement with respect to, or consummates, an Acquisition other than the Merger contemplated hereby at any time prior to in March 31, 1999, then the first sentence Company shall immediately pay to Parent, as liquidated damages and not as a penalty, the sum of this FIVE MILLION DOLLARS ($5,000,000). Parent and the Company acknowledge that such payment is reasonable compensation to Parent as a result of such breach.
(c) This Section 8.105.04 shall terminate if Parent fails to make any scheduled advance to the Company under the Credit Agreement and such failure constitutes a breach of the Credit Agreement which remains uncured ten days after written notice thereof from the Company to Parent.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Fore Systems Inc /De/)
Exclusivity. Except with respect to Until the Closing occurs or this Agreement is terminated in accordance with its terms, Seller covenants and the transactions contemplated hereby, the Company, the Stockholders and agrees that neither Seller nor any of their affiliates shall notits equityholders, and each of them shall cause its respective employeesmanagers, members, consultants, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekotherwise will, directly or indirectly, (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any inquiries Person other than Purchaser, Purchaser Parent or their Affiliates or representatives relating in any way to (a) any investment in the making Seller, (b) any acquisition of direct or implementation indirect control of the Seller, (c) the purchase of any proposal 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 offer other disposition of any of the Purchased Assets, or (includinge) any business combination or other transaction involving the Seller, including without limitation, any merger, consolidation, acquisition, tender or exchange offer purchase, re capitalization, reorganization, dissolution, liquidation, or issuance or disposition of any nature or other transaction which would involve the Seller (each, an “Acquisition Proposal”), (ii) participate in any discussions or negotiations regarding an Acquisition Proposal or furnish to any Person any information for any purpose inconsistent with the foregoing, (iii) 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 or (iv) formulate or disclose any intention, plan or arrangement 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 or offer to its shareholders is made, or any of them) information is requested by any Person with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution any Acquisition Proposal or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating which could lead to an Acquisition Proposal, (cB) otherwise cooperate 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 effort or attempt of the members of Seller with respect to make, implement or accept an any Acquisition Proposal, the Seller will promptly send to Purchaser a complete copy of any such written offer or (d) enter into or consummate any agreement or understanding 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 person or entity relating Persons with respect to an any Acquisition Proposal, except for 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.
Appears in 1 contract
Exclusivity. Except During the period beginning on the date hereof and ending on the earlier of the Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated herebyTransactions, the Company, the Stockholders and any of their affiliates shall Company agrees that it will not, and each of them shall it will cause its Subsidiaries not to, it will use its reasonable best efforts to cause its and its Subsidiaries’ respective employeesdirectors, officers, and employees not to, and it shall direct its and the Subsidiaries’ Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "“Agent"”) not to, : (a) initiate, encourage, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Stockholders or any of themthem individually) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company or any of the Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any a Contract, agreement or understanding with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company Company, any of the Subsidiaries or any Stockholder, or any of their respective Agents, have Agent has provided any person or entity Person (other than UniCapitalBuyer’s or the Company’s or the Subsidiaries’ Agents) with any confidential information or data relating to an Acquisition a Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Buyer immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it it, any of the Subsidiaries or any individual 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 entity referred to request, and shall include a true and complete copy of such Proposal, inquiry or request, if in the first sentence of this Section 8.10writing.
Appears in 1 contract
Sources: Merger Agreement (Plug Power Inc)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, none of the Company, the Stockholders and Stockholder nor any of their affiliates shall notshall, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company and the Stockholders Stockholder 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.
Appears in 1 contract
Sources: Agreement and Plan of Contribution (Unicapital Corp)
Exclusivity. (a) Except with respect to this Agreement and the transactions as specifically contemplated herebyby Section 5.14, the Company, the Stockholders and BE&K agrees that neither it nor any of their affiliates shall notits Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and each of them that it shall cause its respective and such Subsidiaries’ employees, agents and representatives (including, without limitation, including any investment bankingbanker, legal attorney or accounting firm accountant retained by it or them and any individual member or employee of the foregoing) (each, an "Agent"its Subsidiaries) not to, directly or indirectly, (ai) initiate, solicit or seekknowingly encourage or knowingly facilitate any inquiry, proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization or similar transaction involving BE&K or any of its Subsidiaries, or any sale of 20% or more of the assets (including stock of any of its Subsidiaries) of BE&K and any of its Subsidiaries, or any purchase or sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning, directly or indirectly, any inquiries securities representing 20% or more of the making or implementation voting equity securities of any proposal or offer (including, without limitation, any proposal or offer to its shareholders BE&K or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company its Subsidiaries (any such proposal inquiry, proposal, offer or offer being hereinafter referred to as transaction, an "“Acquisition Proposal"”), or (bii) engage in have any negotiations concerning, discussion with or provide or cause to be provided any confidential non-public information or data to, or have to any substantive discussions with, any person Person relating to an Acquisition Proposal, (c) otherwise cooperate or engage or participate in any effort or attempt to make, implement or accept negotiations concerning an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (div) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, or execute or enter into or consummate into, any letter of intent, option agreement, agreement in principle, merger agreement, acquisition agreement or understanding with other similar agreement or agree to do any person or entity relating of the foregoing related to an any Acquisition Proposal. Without limiting the foregoing, except for the Merger contemplated hereby. If the Company it is understood that any violation of this Section 5.3 by any Subsidiary of BE&K or any Stockholder, representatives of BE&K or any of their respective Agentsits Subsidiaries shall be deemed to be a breach of this Section 5.3 by BE&K.
(b) Notwithstanding anything in this Agreement to the contrary, have prior to obtaining the BE&K Stockholder Approval, BE&K or its board of directors may (i) engage or participate in negotiations or discussions with, or provide or cause to be provided any person or entity (other than UniCapital) with information to, any confidential information or data relating Person in response to an unsolicited Acquisition ProposalProposal that did not result from a breach of paragraph (a) above if (A) BE&K’s board of directors concludes in good faith, then they shall request the immediate return thereof. The Company after consultation with its outside counsel and the Stockholders shall notify UniCapital immediately if financial advisors, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below) and (B) prior to providing any inquiries, proposals or offers related non-public information to any Person in connection with an Acquisition Proposal by any such Person, BE&K receives from such Person an executed confidentiality agreement having provisions that are received by, any confidential information no less restrictive than those of the Confidentiality Agreement (it being understood that BE&K may enter into a confidentiality agreement without a standstill provision or data is requested from, or any negotiations or discussions related with a standstill provision less favorable to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.BE&K if
Appears in 1 contract
Sources: Merger Agreement (Kbr, Inc.)
Exclusivity. Except with respect Pent▇▇ ▇▇ prepared to this Agreement work diligently to complete due diligence, negotiate a definitive agreement and work toward the consummation of the Transaction as soon as practicable. Before committing to the significant expenditures of time, effort and money that will be required, however, we request that Mecklermedia and the transactions contemplated herebyStockholder make a similar commitment. Therefore, the CompanyTransaction is additionally conditioned upon Mecklermedia and the Stockholder agreeing that until 5:00 p.m., Eastern Time, on the Stockholders 12th day from the date hereof (unless this Letter of Intent is terminated sooner pursuant to paragraph 10 below) (the "Expiration Date"), Mecklermedia and the Stockholder will deal exclusively with Penton in connection with the Transaction or any similar transaction, such that none of the Stockholder, Mecklermedia or any of its affiliates or any of their affiliates shall notrespective representatives (including but not limited to their directors, and each of them shall cause its respective officers, agents, employees, agents financial advisors 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 foregoingcounsel) (each, an "Agent") not to, (a) initiate, solicit or seekwill, directly or indirectly, solicit, encourage or initiate any inquiries or the making or implementation of any offer or proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingfrom, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerningor discussions with, or provide any confidential information or data to, or have any substantive discussions withcorporation, any person relating to an Acquisition Proposalpartnership, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding with any person or other entity relating to an Acquisition Proposal, except for or group (other than Penton and its representatives) (a "Person") concerning the Merger contemplated hereby. If the Company or any Stockholder, sale of Mecklermedia or any of their respective Agentsits assets or securities or any merger, have provided consolidation, tender or exchange offer, joint venture, liquidation, restructuring, recapitalization or similar transaction involving Mecklermedia or any person of its subsidiaries or entity divisions (other than UniCapital) with any confidential information or data relating to an Acquisition a "Transaction Proposal, then they shall request the immediate return thereof"). The Company and the Stockholders shall Mecklermedia will notify UniCapital Penton immediately if any inquiries, such inquiries or proposals or offers related to an Acquisition Proposal are received by, any confidential such information or data is requested from, or any such negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it Mecklermedia, or if the Board of Directors of Mecklermedia has undertaken to engage or participate in any individual negotiations or entity referred discussions concerning or provide any information or data to in the first sentence of this Section 8.10any Person relating to a Transaction Proposal.
Appears in 1 contract
Sources: Letter of Intent (Penton Media Inc)
Exclusivity. Except with respect to Sellers agree that after the date hereof until the earlier of the Closing or the termination of this Agreement and the transactions contemplated herebyin accordance with its terms, the Company, the Stockholders and any of their affiliates Sellers shall not, and each of them shall cause its their respective employees, agents Affiliates 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 foregoing) (each, an "Agent") shall use commercially reasonable efforts to cause their Representatives not to, (a) initiate, solicit or seek, directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making or implementation of any proposal that constitutes, or offer (including, without limitationcould be expected to lead to, any proposal Acquisition Proposal (except to provide notice of the existence of these provisions); or offer to its shareholders (c) enter into any letter of intent, agreement, term sheet or any of them) other non-binding or binding understanding or arrangement with respect to any Acquisition Proposal. Without limiting the generality of the foregoing, Sellers shall, and shall cause their respective Affiliates and shall use commercially reasonable efforts to cause their Representatives to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any Person, conducted prior to the date hereof with respect to any Acquisition Proposal. For purposes of this Section 5.12, the term “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer or proposal for, or indication of interest in, (x) a merger, acquisitionconsolidation, consolidationstock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving, involving the Transferred Business or any of the Companies, (y) any sale, lease, license, transfer, purchase or other disposition (including by way of all liability assumption, bulk reinsurance, reinsurance or any portion otherwise) of the assets of any of the Companies or any equity securities ofthe Transferred Business representing 10% or more of the assets, revenues or net income of the Company (any such proposal Companies and the Transferred Business, taken as a whole, but excluding investment activity in the ordinary course of business and reinsurance or offer being hereinafter referred to as an "Acquisition Proposal")retrocessional treaties or agreements between the Companies, or (b) engage in any negotiations concerningon the one hand, or 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 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 or any Stockholder, or and any of their respective Agents, have provided any person or entity Affiliates (other than UniCapital) with any confidential information or data relating to an Acquisition Proposalthe Companies), then they shall request on the immediate return thereof. The Company 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 fromother hand, or (z) any negotiations shares or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or Capital Stock of any individual or entity referred to in of the first sentence of this Section 8.10Companies.
Appears in 1 contract
Sources: Stock Purchase Agreement (HCC Insurance Holdings Inc/De/)
Exclusivity. Except with respect to From and after the date of this Agreement and the transactions contemplated herebyAgreement, the Company, the Stockholders and any of their affiliates Sellers shall not, and each of them shall cause its their respective employees, agents Affiliates and representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them their and any individual member or employee of the foregoing) (each, an "Agent") their respective Affiliates’ respective Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate, encourage or facilitate any inquiries inquiry, indication of interest, proposal or offer from any Person other than Buyer or its Representatives (an “Alternate Bidder”) relating to or in connection with a proposal or offer for a merger, consolidation, amalgamation, bulk reinsurance, business combination, sale or transfer of properties or assets or sale of any Shares, or similar transaction involving the making Transferred Companies or implementation any part of the Company Business, whenever conducted in any case other than in respect of ALNY (in each case, other than in connection with the acquisition, disposition or custody of Investment Assets in the ordinary course of business, an “Acquisition Proposal”), (ii) participate in or attend any discussions or negotiations or enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any information to, any Alternate Bidder relating to or in connection with any Acquisition Proposal by such Alternate Bidder or (iii) accept any proposal or offer (including, without limitation, from any proposal or offer to its shareholders or any of them) with respect Alternate Bidder relating to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution possible Acquisition Proposal or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data otherwise commit to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding transaction contemplated by any Acquisition Proposal with any person Alternate Bidder, in each case other than in respect of ALNY or entity relating to the matters addressed in the Pre-Sale Transactions. In the event that either Seller or any of its Affiliates or any of its or its Affiliates’ respective Representatives receives an Acquisition Proposal, except for such Seller shall promptly notify Buyer of such proposal and provide a summary of 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 they shall request the immediate return terms and conditions thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.
Appears in 1 contract
Exclusivity. Except with respect Carp▇▇▇▇▇ ▇▇▇ the Company agree that, commencing on the date hereof through the Closing or earlier termination of this Agreement, RBI shall have the exclusive right to this Agreement consummate the merger contemplated herein, and during such exclusive period, Carp▇▇▇▇▇ ▇▇▇ the transactions contemplated hereby, Company agree that neither the Company, the Stockholders and Continuing Subsidiaries, nor any of their affiliates shall notdirector, and each of them shall cause its respective employeesofficer, agents and representatives (including, without limitation, any investment banking, legal employee or accounting firm retained by it or them and any individual member or employee other representative of the foregoing) (each, an "Agent") not to, Company or any Continuing Subsidiary: (a) will initiate, solicit or seekencourage, directly or indirectly, any inquiries inquiries, or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar transaction involving, or any purchase of of, all or any portion of the assets or any equity securities ofCompany Stock, the Company stock of either Continuing Subsidiary, or Station Assets (any such inquiry, proposal or offer being hereinafter referred to as an "Acquisition Proposal" and any such transaction being hereinafter referred to as an "Acquisition"), or ; (b) will engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) or otherwise cooperate in facilitate any effort or attempt to make, make or implement or accept an Acquisition Proposal, ; or (dc) enter into will continue any existing activities, discussions or consummate any agreement or understanding negotiations with any person parties conducted heretofore with respect to any Acquisition Proposal or entity relating Acquisition and will take the necessary steps to an Acquisition Proposalinform the individuals or entities referred to above of the obligations undertaken by them in this Section 6.10. Notwithstanding the foregoing, except for in the Merger contemplated hereby. If event that RBI defaults in any material respect in the Company observance or any Stockholder, or in the due and timely performance of any of their respective Agentsits covenant or agreements herein contained and such default shall not be cured within thirty (30) days of notice of default served by the Company, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request Carp▇▇▇▇▇'▇ ▇▇▇ the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of Company's obligations under this Section 8.106.10 shall be null and void.
Appears in 1 contract
Exclusivity. Except Until the Closing Date, neither the Company and its Subsidiaries nor any Stockholder shall (or permit any other Person on their behalf to) directly or indirectly, solicit or engage in discussion with third parties, initiate, entertain, engage in or respond to offers, inquiries, proposals or discussions, or enter into any agreement involving any transaction that has as its purpose a business combination involving or disposing of the whole or part of the Company or any of its Subsidiaries or any other transaction that would prevent the transactions contemplated by this Agreement (each a “Proposal”). The Stockholders’ Representative will notify the Buyer as soon as practicable if any Person makes any proposal, offer, inquiry to or contact with the Company or any of its Subsidiaries or any Stockholder with respect to this Agreement any Proposal and shall describe in reasonable detail the identity of any such Person and the transactions contemplated herebysubstance and material terms of any such contact and the material terms of any such proposal, offer or inquiry. The parties hereto recognize and agree that immediate irreparable damages for which there is not adequate remedy at law would occur in the event that the provisions of this Section 6.05 are not performed in accordance with the specific terms hereof or are otherwise breached. It is accordingly agreed that in the event of a failure by a party to perform its obligations under this Section 6.05, the Company, the Stockholders and any of their affiliates Buyer shall not, and each of them shall cause its respective employees, agents and representatives (includingbe entitled to specific performance through injunctive relief, without limitationthe necessity of posting a bond, to prevent breaches of this Section 6.05 and to enforce specifically the provisions of this Section 6.05 in addition to any investment bankingother remedy to which the Buyer may be entitled, legal at law or accounting firm retained by it in equity. For purposes of this Agreement, “Proposal” shall include any proposed or them and any individual member or employee of the foregoing) (each, an "Agent") not to, actual (a) initiatesale, solicit merger, consolidation or seeksimilar transaction involving the Company or its Subsidiaries, (b) sale, lease or other disposition, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a by merger, acquisition, consolidation, recapitalizationshare exchange or otherwise, liquidation, dissolution of any assets or similar transaction involving, or any purchase of all or any portion properties of the assets Company or any equity securities ofits Subsidiaries representing more than 10% of the consolidated assets, revenues, earnings before interest, tax, depreciation and amortization or profits of the Company (any or such proposal or offer being hereinafter referred to as an "Acquisition Proposal")Subsidiaries, or (b) engage in any negotiations concerning, or 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 sale or 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 other disposition by the Company or any Stockholderof its Subsidiaries (including by way of merger, consolidation or share exchange) of any interest or securities (or options, rights or warrants to purchase, or any securities convertible into, such securities) representing 10% or more of their respective Agents, have provided any person or entity (other than UniCapital) the votes associated with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Shares.
Appears in 1 contract
Sources: Stock Purchase Agreement (Sensata Technologies B.V.)
Exclusivity. Except with respect to this Agreement From and after the transactions contemplated hereby, date hereof until the Company, the Stockholders Closing:
(a) Seller shall not and any of their affiliates shall not, and each of them shall cause its respective employees, agents Representatives 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 foregoing) (each, an "Agent") Subsidiaries not to, directly or indirectly: (ai) initiate, solicit solicit, encourage or seekotherwise knowingly facilitate any inquiry, proposal, offer or discussion with any party (other than Buyer) concerning any Acquisition Transaction, (ii) furnish any information concerning the Business (or any portion thereof) or the properties or assets of any member of the Seller Group to any Person (other than Buyer) or (iii) engage in discussions or negotiations with any party (other than Buyer) concerning any Acquisition Transaction.
(b) Seller shall and shall cause its Representatives and Subsidiaries to (i) immediately cease any discussions or negotiations of the nature described in Section 4.3(a) that were pending, (ii) immediately notify any party with which such discussions or negotiations were being held of such termination, (iii) immediately request in writing that all Persons to whom nonpublic information concerning any member of the Seller Group has been distributed on or prior to the date of this Agreement return or destroy such information to Seller as soon as possible, and (iv) refrain from entering into any Acquisition Transaction.
(c) Seller shall and shall cause its Representatives and Subsidiaries to: (i) promptly advise Buyer in writing of the receipt, directly or indirectly, any inquiries or the making or implementation of any inquiry, proposal or offer other materials, and of any discussions, negotiations or proposals relating to, an Acquisition Transaction, (includingii) promptly identify the offeror, without limitationand (iii) promptly provide Buyer copies of all correspondence (including any indications of interest) and proposed written agreements, any proposal arrangements or offer to its shareholders or any of them) understandings with respect to any Acquisition Transaction (and a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or description of any purchase proposed oral agreements with respect thereto). Seller shall promptly advise Buyer of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person subsequent communications relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10such proposal.
Appears in 1 contract
Exclusivity. Except The Company and each Seller will immediately cease any existing discussions or negotiations with any third parties conducted prior to the date hereof with respect to any Acquisition Proposal (as defined below). Until the earlier of the termination of this Agreement and pursuant to Section 6.01 or the transactions contemplated herebyEffective Time, the CompanyCompany and each Seller will not, the Stockholders and nor will it permit its officers, directors, Subsidiaries, representatives or agents, directly or indirectly, to do any of their affiliates shall notthe following: (i) solicit, and each initiate, continue or encourage any inquiries, continue or encourage any inquiries, proposals or offers that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of them shall cause its respective employeessubstantial assets, agents and representatives sale of shares of capital stock (including, without limitation, any investment banking, legal by way of a tender offer) or accounting firm retained by it or them and any individual member or employee of similar transactions involving the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders Company or any of them) with respect to a mergerits Subsidiaries, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or other than the transactions contemplated by this Agreement (any purchase of all or any portion of the assets foregoing inquiries or any equity securities of, the Company (any such proposal or offer proposals being hereinafter referred to in this Agreement as an "Acquisition Proposal"AAcquisition Proposal@), (ii) solicit, initiate, continue or (b) engage in any negotiations or discussions concerning, or provide any confidential non-public information or data to any person or entity relating to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (diii) enter into agree, approve or consummate recommend any agreement Acquisition Proposal. The Company and each Seller shall notify Buyer immediately (and in no event later than 24 hours) after receipt by the Company or understanding any Seller of any Acquisition Proposal (including the renewal of any Acquisition Proposal made prior to the date hereof) or any request for non-public information in connection with such an Acquisition Proposal or for access to the properties, books or records of the Company by any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If that informs the Company or any StockholderSeller that it is considering making, or any of their respective Agentshas made, have provided any person or entity (other than UniCapital) with any confidential information or data relating to such an Acquisition Proposal, then they shall request the immediate return thereof. The Company SECTION 5.8. Brokers 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Finders tc \l2 "SECTION 5.8.
Appears in 1 contract
Exclusivity. Except (a) None of Company Entities nor any of the Stockholders shall, and the Company and each Stockholder shall cause each of their respective directors, executive officers and all of their respective Affiliates not to, directly or indirectly, (i) initiate, solicit or encourage any proposal or offer from any Person (other than Buyer and its Affiliates in connection with respect the transactions contemplated hereby) relating to or regarding a “Competing Transaction” (as this term is defined below) or accept any offer, or enter into any agreement or understanding, regarding or relating to a Competing Transaction or (ii) furnish any information regarding the Company Entities or the Business to any Person (other than Buyer and its Affiliates) in connection with any proposed Competing Transaction. If any Company Entity or any Stockholder receives from any Person an offer, inquiry or informational request regarding a Competing Transaction, the Company or such Stockholder, as applicable, will promptly advise (i) such Person, by written notice, of the exclusivity granted to Buyer hereunder, and (ii) Buyer that such offer, inquiry or informational request has been received and identify the Person. If any of the provisions of this Section 5.15 are breached and the transactions contemplated hereby are not consummated for any reason, the Company shall within ten business days after receipt of a written demand therefor with appropriate supporting documentation reimburse Buyer and its Affiliates for all out of pocket fees and expenses incurred before or after the date of this Agreement by Buyer and its Affiliates related to the transactions contemplated hereby, including fees and expenses of legal counsel, accountants and other consultants and advisors retained by Buyer and its Affiliates in connection with the Companytransactions contemplated hereby. The foregoing provisions are in addition to, and not in derogation of, any statutory or other remedy that Buyer and its Affiliates may have for a breach of this Section 5.15.
(b) For purposes of this Agreement, the Stockholders and term “Competing Transaction” means any transaction or series of their affiliates shall nottransactions which constitutes, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, either directly or indirectly, any inquiries or the making or implementation : (i) a sale of assets of any proposal or offer of the Company Entities outside the ordinary and regular course of the Business; (including, without limitation, any proposal or offer to its shareholders or ii) a sale of any of themthe shares of capital stock of the Company owned by any Stockholder; (iii) with respect the sale or issuance by the Company of any shares of its capital stock to any Person; (iv) a merger, acquisition, consolidation, recapitalization, liquidation, dissolution sale or similar transaction involving, or any purchase exclusive license of all or any portion substantially all of the assets Business; (v) any merger or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 consolidation involving the Company or any Stockholderother Company Entity; or (vi) any transaction which, if consummated, would delay or any prevent the consummation of their respective Agents, have provided any person the transactions contemplated under this Agreement or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request impair the immediate return thereof. The Company and ability of the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received byCompany, any confidential information Stockholder or data is requested from, or any negotiations or discussions related Buyer to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to consummate the transactions contemplated under this Agreement in the first sentence of this Section 8.10a timely manner.
Appears in 1 contract
Exclusivity. Except with respect to During the period from the date of this Agreement and until the transactions contemplated herebyearlier of the termination of this Agreement or the Closing Date, WI or the Company, the Stockholders and any of their affiliates Sellers shall not, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, through any officer, director, employee, representative or agent, (i) solicit, initiate, or encourage any inquiries or the making proposals that constitute, or implementation of any could reasonably be expected to lead to, a proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to for a merger, acquisition, consolidation, recapitalizationbusiness combination, liquidationsale of substantial assets, dissolution sale of shares of capital stock (including without limitation by way of a tender offer) or similar transaction involvingtransactions involving WI, or other than the transactions contemplated by this Agreement (any purchase of all or any portion of the assets foregoing inquiries or any equity securities of, the Company (any such proposal or offer proposals being hereinafter referred to in this Agreement as an a "WI Acquisition Proposal"), or (bii) engage in any negotiations or discussions concerning, or provide any confidential non-public information to any person or data entity relating to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an WI Acquisition Proposal, or (diii) enter into agree to, approve or consummate recommend any agreement WI Acquisition Proposal.
(a) WI or understanding the Sellers shall notify OWT no later than twenty-four (24) hours after receipt by WI (or its advisors) of any WI Acquisition Proposal or any request for nonpublic information in connection with a WI Acquisition Proposal or for access to the properties, books or records of WI by any person or entity relating to an that informs WI that it is considering making, or has made, a WI Acquisition Proposal, except for . Such notice shall be made orally and in writing and shall indicate in reasonable detail the Merger contemplated hereby. If identity of 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 they shall request the immediate return thereof. The Company offeror and the Stockholders shall notify UniCapital immediately if any inquiriesterms and conditions of such proposal, proposals inquiry 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10contact.
Appears in 1 contract
Sources: Stock Purchase Agreement (Emcon)
Exclusivity. Except with respect to this Agreement and During the transactions contemplated herebyPre-Closing Period, the Company, the Stockholders Company and any of their affiliates Seller shall not, and shall cause their respective subsidiaries and Affiliates and each of them shall cause its respective their officers, directors, employees, partners, members, managers, agents and other representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent"“Representatives”) not to, (a) initiate, solicit or seek, directly or indirectly, (a) provide any inquiries information to, (b) initiate or continue or otherwise participate in discussions with, (c) execute or authorize the execution of any agreement or letter of intent or similar preliminary agreement with or (d) engage in, solicit, communicate in connection with, knowingly facilitate or knowingly encourage any inquiry or the making or implementation of any proposal or offer relating to an Acquisition Proposal (includingas defined below) from any third-party (other than Buyer and its representatives), without limitationeither agent or principal, any proposal concerning (i) a possible direct or offer to indirect sale of the stock or Equity Interests of the Company or its shareholders Subsidiaries, (ii) a possible sale or any other transfer of themmore than 5% of the Company’s assets (including those of its Subsidiaries), (iii) with respect to a possible merger, acquisition, consolidation, recapitalization, liquidationrestructuring, dissolution joint venture or other business combination involving the Company or its Subsidiaries, or (iv) any other similar transaction involving, or any purchase other transaction that would reasonably be expected to delay, interfere with or restrict the ability of all or Seller and the Company to consummate the transactions contemplated hereby (any portion of transaction described in the assets or foregoing clauses (i) - (iv), an “Acquisition Proposal”). Subject to any equity securities ofrestrictions contained in an existing confidentiality agreement with any third party, the Company will promptly (and, in any event, within 24 hours) inform Buyer in writing of any proposal involving an Acquisition Proposal (whether such proposal is written or offer being hereinafter referred to as an "not) received by the Seller, including a summary of the material terms of such proposal and the identity of the party or parties making such Acquisition Proposal"); provided, that in the event disclosure pursuant to the foregoing is restricted due to an existing confidentiality agreement, the Company will promptly (and, in any event, within 24 hours) deliver a redacted copy of such Acquisition Proposal and provide as fulsome a disclosure as possible to the extent providing such information, in each case, would not, in the opinion of outside legal counsel, otherwise breach the terms of such confidentiality agreement. The Seller shall not, and shall cause the Company and each of its Subsidiaries not to, release any Person from, or (b) engage in waive any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions withprovision of, any person relating confidentiality or standstill agreement to an Acquisition Proposal, (c) otherwise cooperate in any effort which the Seller or 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 or any Stockholderof its Subsidiaries is a party, without the prior written consent of the Buyer. Promptly after the date hereof (and, in any event, within four (4) Business Days following the date hereof) the Company shall (A) request in writing that each Person (other than Parent) that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal within eighteen (18) months prior to the date hereof promptly destroy or return to the Company all nonpublic information heretofore furnished by the Company or any of their respective Agentsits Representatives to such Person or any of its Representatives in accordance with the terms of such confidentiality agreement, have unless such request had been made by or on behalf of the Company prior to the execution and delivery of this Agreement and no information was provided by or on behalf of the Company to such Person or its Representatives following such request, and (B) terminate access to any person physical or entity (other than UniCapital) with any confidential information or electronic data rooms relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an a possible Acquisition Proposal are received by, by any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10such Person and its Representatives.
Appears in 1 contract
Exclusivity. Except with respect to From and after the date of this Agreement and the transactions contemplated herebyAgreement, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its Affiliates and its and its Affiliates’ 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 foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly, (a) solicit, initiate, encourage or facilitate any inquiries inquiry, indication of interest, proposal or offer from any Person other than Parent, Merger Sub or their Representatives (an “Alternate Bidder”) relating to or in connection with a proposal or offer for a merger, consolidation, amalgamation, bulk reinsurance, business combination, sale or transfer of properties or assets or sale of any LP Units (including by way of a tender or exchange offer), or similar transaction involving the making Target Companies or implementation any part of the Business, whenever conducted (in each case, other than as permitted under Section 6.01 or in connection with the acquisition, disposition or custody of investment assets in the ordinary course of business, an “Acquisition Proposal”), (b) participate in or attend any discussions or negotiations or enter into any agreement, arrangement or understanding, whether or not legally binding, with, or provide or confirm any information to, any Alternate Bidder relating to or in connection with any Acquisition Proposal by such Alternate Bidder or (c) accept any proposal or offer (including, without limitation, from any proposal or offer to its shareholders or any of them) with respect Alternate Bidder relating to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution possible Acquisition Proposal or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data otherwise commit to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding transaction contemplated by any Acquisition Proposal with any person Alternate Bidder. In the event that the Company or entity relating to any of its Affiliates or any of its or its Affiliates’ respective Representatives receives an Acquisition Proposal, except for the Merger contemplated hereby. If the Company shall promptly notify Parent and Merger Sub of such proposal and provide a copy thereof (if in written or any Stockholderelectronic form) or, or any if in oral form, a written summary of their respective Agentsthe terms and conditions thereof, have provided any person or entity (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request including the immediate return thereof. The Company and names of 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10interested parties.
Appears in 1 contract
Sources: Merger Agreement
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiatePrior to the Closing, solicit or seek, the Company will not directly or indirectly, through any inquiries officer, director, employee, agent, representative or the making or implementation of any proposal or offer otherwise: (including, without limitation, any proposal or offer to its shareholders or any of themi) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage participate in any negotiations concerningor solicit, initiate or 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 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 or any Stockholder, or any encourage submission 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 and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related relating to an Acquisition Proposal are received byacquisition of, investment in or other transaction involving any confidential of the Common Stock or Common Stock Equivalents with any party other than the Investor (the “Subject Matter”); (ii) enter into any agreement or take any action that by its terms or effect could reasonably be expected to adversely affect the ability of the parties hereto to enter into or consummate the transactions contemplated in the Transaction Documents on the terms and conditions set forth therein; or (iii) furnish or authorize any agent or representative to furnish any information concerning the Letter of Intent or data is requested the transactions contemplated in the Transaction Documents to any party. The Company will promptly notify Investor in writing of any unsolicited inquiry, proposal or other offer relating to the Subject Matter, including disclosing to Investor the identity of the other party or parties and the material terms of such unsolicited inquiry, proposal or offer, and will refrain from engaging in negotiations or providing any information with respect to such inquiry, proposal or offer.
(b) The provisions of Section 5.18(a) shall not prohibit the Company from: (i) negotiating with lenders and their agents concerning the Credit Agreement or the New Credit Agreement and any related consents or waivers; (ii) responding to, negotiating and providing information in connection with inquiries, proposals or offers from third parties concerning a possible sale or merger of the Company, merger of equals, joint venture or similar transaction involving the Company that would not involve: (A) the issuance of securities by the Company, except in connection with a merger of equals, in such transaction, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to (B) in the first sentence case of this Section 8.10a joint venture or similar transaction, a material contribution of cash by the other party, provided that the Company promptly notifies the Investor of such inquiry, proposal or offer, including disclosing to the Investor the identity of the other parties and the material terms of such unsolicited inquiry, proposal or offer; or (iii) issuing shares of Common Stock or options to purchase shares Common Stock pursuant to awards made under existing equity compensation plans in the ordinary course, the exercise of stock options issued under such plans or the exercise of outstanding warrants or other derivative securities pursuant to their current terms.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement The Seller and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates Company shall not, and shall cause the Seller’s Affiliates, the Company’s Subsidiaries and each of them shall cause its their respective employeesofficers, agents directors, employees and representatives (includingRepresentatives to not, without limitation, any investment banking, legal directly or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not toindirectly, (a) initiate, solicit solicit, encourage, engage in discussions, negotiate with any Person (whether discussions or seeknegotiations are initiated by Seller, directly the Company or indirectly, otherwise) or take any action intended or designed to facilitate any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of themother than with the Buyer) with respect to a merger, an acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar transaction involvingtransaction, or any purchase of all or any significant portion of the assets or any equity securities of, capital stock of the Company or any of its Subsidiaries, or any possible business combination therewith (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) (any such combination, acquisition, proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”), or (b) engage in any negotiations concerning, or provide any confidential information or data with respect to the Company or its Subsidiaries to, or have any substantive discussions withother than the Buyer, any person Person relating to an Acquisition Proposal, (c) otherwise cooperate in enter into an agreement, letter of intent or other writing with any effort or attempt to makePerson, implement or accept an other than the Buyer, providing for a possible Acquisition Proposal, or (d) enter into make or consummate authorize any agreement statement, recommendation or understanding with solicitation to any person Person (other than the Buyer and its Representatives and the Seller’s and the Company’s Representatives) in support of or entity relating in an effort to facilitate or attempt to make or implement an Acquisition Proposal, except for the Merger contemplated hereby. If The Seller and the Company or any Stockholdershall, or any and shall cause each of its Affiliates and Subsidiaries and each of their respective AgentsRepresentatives to, have provided immediately cease and cause to be terminated any person existing activities, discussions or entity (other than UniCapital) negotiations with any confidential information Person conducted heretofore with respect to any of the foregoing, and shall take the necessary steps to inform the individuals or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity entities referred to in the first sentence hereof of the obligations undertaken in this Section 8.106.13. The Company shall notify the Buyer as promptly as practicable (and in any event within two (2) Business Days) of the receipt by the Seller, the Company, or any of their Representatives, of any inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding any Acquisition Proposal or any inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could reasonably be expected to result in an Acquisition Proposal specifying the terms and conditions thereof and the identity of the party making such inquiry, proposal, offer or request for information. and shall, within two (2) Business Days of receipt by the Seller, the Company, or any of their Representatives, furnish a copy of any communications embodying or relating to any such inquiries, proposals or offers, requests for information or requests for discussions or negotiations.
Appears in 1 contract
Exclusivity. Except (a) Subject to Section 5.6(c), Seller shall immediately cease and desist and discontinue and cause to be terminated any and all existing activities with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates the following and shall not, and each directly or indirectly (through any officer, director, former director, affiliate, employee, attorney, accountant, financial advisor, subsidiary, independent representative or independent agent or any other advisor or representative of them shall cause its respective employeesSeller), agents and representatives (includingsolicit, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit encourage or seek, directly or indirectly, take any inquiries or the making or implementation action to facilitate (including by way of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential furnishing information or data to, engaging in discussions or have any substantive discussions with, any person relating to an Acquisition Proposal, (cnegotiations) otherwise cooperate in any effort or 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 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 they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related that constitute, or could reasonably be expected to lead to or relate to an Acquisition Proposal are acquisition proposal by another party.
(b) Seller shall notify Buyer promptly of any unsolicited inquiries or proposals received by, any confidential such information or data is requested from, or any such discussions or negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it Seller or any individual of Seller’s representatives indicating, in connection with such notice, the name of such person, and the material terms and conditions of any inquiries, proposals or entity referred offers (a “Proposal”). Seller’s notice of a Proposal will be in writing and delivered to Buyer in accordance with Section 9.14 of this Agreement (a “Proposal Notice”).
(c) For a period of not less than four business days after Seller’s receipt of each Proposal Notice, Seller shall, if requested by Buyer, negotiate in good faith with Buyer to amend this Agreement so that the first sentence subject Proposal would not, if consummated, result in a transaction that is more favorable to the Seller, from a financial point of view, than the transactions contemplated by this Agreement (a “Former Proposal”). Upon such amendment of this Agreement, the terms and conditions of this Section 8.105.6 shall again apply to any inquiry or proposal made by any Person who withdraws a Proposal or who made a Former Proposal (after withdrawal or after such time as their proposal is a Former Proposal).
(d) In response to the receipt of a Proposal that has not been withdrawn after Seller’s compliance with Sections 5.6(b) and 5.6(c), the board of directors of Seller may terminate this Agreement if the board of directors of Seller has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Proposal, such action is necessary in order to comply with its fiduciary obligations under applicable law and Seller pays the termination fee set forth in Section 8.2.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates Seller shall not, and each of them Seller shall cause require its respective directors, officers, employees, agents and agents, advisors or other representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them including each financial advisor and any individual member or employee attorney of the foregoing) (each, an "Agent"Seller) not to, (a) solicit, initiate, solicit facilitate, assist or seekencourage action by, directly or indirectlydiscussions with, any inquiries or Person other than Buyer relating to the making or implementation possible acquisition of any proposal or offer (including, without limitation, any proposal or offer to its shareholders the Business or any of them) with respect to a the Purchased Assets or any merger, acquisitionreorganization, consolidation, recapitalizationbusiness combination, liquidationdissolution, dissolution liquidation or similar transaction involving, involving the Business or any purchase of all or any portion of the assets or any equity securities of, the Company Purchased Assets (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"“Alternative Transaction”), or (b) engage participate in any negotiations concerningregarding, or provide any confidential furnish information or data with respect to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt by any Person to make, implement do or accept an Acquisition Proposal, or (d) enter into or consummate to seek any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated herebyAlternative Transaction. 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 they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital immediately if Buyer promptly (and, in any case, within one (1) Business Day) of any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or any discussions or negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it Seller or any individual of Seller’s directors, officers, employees, agents, advisors or entity other representatives concerning an Alternative Transaction indicating, in connection with such notice, the names of the parties and the material terms and conditions of any proposal or offer and, in the case of written materials, providing copies of such materials, all of which shall be deemed to be Confidential Information of Seller. Seller agrees to keep Buyer informed, on a prompt basis (and, in any case, within one (1) Business Day of any significant development), of the status and terms of any such proposals or offers. Seller agrees to immediately cease and cause to be terminated any existing activities, discussions or negotiations with respect to any potential Alternative Transaction or similar transaction or arrangement. Seller agrees to take the necessary steps to promptly inform the [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. individuals or entities referred to in the first sentence of this Section 8.104.12 of the obligations undertaken hereunder.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement and The parties shall not, nor shall the transactions contemplated hereby, the Company, the Stockholders and parties permit any of their subsidiaries or affiliates shall notto, and each authorize or permit any of them shall cause its respective employeesofficers, agents and representatives (including, without limitation, directors or employees or any investment bankingbanker, legal financial advisor, attorney, accountant or accounting firm other representative or agent retained by it or them and any individual member of its or employee of the foregoing) (each, an "Agent") not their subsidiaries or affiliates to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information or assistance), any inquiries or the making or implementation of any proposal which constitutes an “Acquisition Proposal” (as hereinafter defined), (ii) participate in any discussions or negotiations regarding any “Acquisition Proposal” other than the acquisition that is subject of this Agreement, (iii) enter into any agreement with respect to any “Acquisition Proposal,” or (iv) furnish to any person any proprietary or confidential information of either party which could be used to solicit an Acquisition Proposal, or could be used by such a potential buyer to make or finance an Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any inquiry, proposal or offer (includingor any public announcement of a proposal, without limitation, plan or intention to do any proposal of the foregoing or offer any agreement to engage in the foregoing) from any person relating to any direct or indirect acquisition or purchase of 10% or more of the assets of Metiscan and its shareholders subsidiaries or 10% or more of any class of equity securities of Metiscan or any of them) with respect to a its subsidiaries, any tender offer or exchange offer which if consummated would result in any person beneficially owning 10% or more of any class of equity securities of Metiscan or any of its subsidiaries, or any merger, acquisitionconsolidation, consolidationbusiness combination, sale of all or substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 or any Stockholder, involving Metiscan or any of their respective Agentsits subsidiaries, 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 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Excluded Acquisitions.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall it will cause the Company and its respective managers, directors, officers, employees, consultants, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "“Agent"”) not to, : (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Seller or Company (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into a contract, arrangement or consummate any agreement or understanding with any person or entity Person relating to an Acquisition a Proposal, except for 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 they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital immediately Buyer promptly if any substantive inquiries, proposals proposals, or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it Seller, Company, or any individual or entity referred of their respective Agents. Notwithstanding the foregoing, Seller, the Company and each of its Agents may take such actions as any of them reasonably deem appropriate to satisfy the condition set forth in Section 7.1(c). The obligations set forth in this Section 6.12 shall expire upon the first sentence earlier of (i) termination of this Agreement and (ii) the Closing Date. For the avoidance of doubt, nothing in this Section 8.106.12 shall be deemed to restrict, prohibit or (except for this sentence) apply to any merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving the equity securities of any direct or indirect equityholder of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Buckeye Partners, L.P.)
Exclusivity. Except with respect to During the period from the Agreement Date through the Closing or the earlier termination of this Agreement and pursuant to the transactions contemplated herebyterms hereof, the Company, the Stockholders and neither Seller nor any of their affiliates shall notits Affiliates will, and each of them shall cause Seller will direct 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 foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit knowingly encourage or seek, directly or indirectly, any inquiries or facilitate the making or implementation initiation of any expression of interest, proposal or offer from any Person (including, without limitation, any proposal or offer to its shareholders or any of themother than Buyer) with respect relating to a mergerProposed Acquisition Transaction, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any discussions or negotiations concerningwith, or provide any confidential non-public information or data to, any Person (other than Buyer and ▇▇▇▇▇’s Representatives) concerning a Proposed Acquisition Transaction, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement Contract, arrangement or understanding with respect to a Proposed Acquisition Transaction. A “Proposed Acquisition Transaction” means any person transaction involving (i) the purchase of any of the Shares or entity relating Company Subsidiary Securities, (ii) a merger, consolidation, share exchange, business combination or other similar transaction involving the Target Companies or the Business and (iii) the purchase of a material portion of the assets of the Target Companies, taken as a whole. Seller agrees, and shall cause its Affiliates and Representatives, to an (i) cease, immediately after execution of this Agreement, any discussions or negotiations with any Person other than Buyer and its Representatives with respect to any Proposed Acquisition ProposalTransaction and (ii) send a “return or destroy” letter to all Persons (other than Buyer, except for the Merger contemplated hereby. If the Company or any Stockholder, its Affiliates and its and their respective Representatives) to whom Seller or any of their respective Agents, have provided any person or entity its Affiliates (other than UniCapitalincluding the Target Companies) with any disclosed confidential information or data relating prior to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and date hereof with respect to any proposed acquisition of 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Target Companies.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Advance Auto Parts Inc)
Exclusivity. Except with respect to this Agreement and The Company agrees that, during the transactions contemplated herebyInterim Period, the Company, the Stockholders and any of their affiliates shall Company will not, and will cause each of them shall cause its respective directors, officers, employees, agents representatives, agents, subsidiaries, affiliates, 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 foregoing) (each, an "Agent") stockholders not to, (a) initiate, solicit or seek, directly or indirectly: (a) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making or implementation of any proposal proposals or offer offers from any Person (including, without limitation, other than Buyer and its representatives) concerning (i) any proposal transfer or offer to its shareholders or any sale of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase assets of all or any portion of the assets or any equity securities of, the Company (not in the Ordinary Course of Business); (ii) the issuance of any such proposal capital stock or offer being hereinafter referred other equity or debt interests of the Company, other than Options issued to as an "Acquisition Proposal")newly hired or promoted employees in the Ordinary Course of Business and other than capital stock issued upon exercise or conversion of presently outstanding exercisable or convertible securities, or (iii) any acquisition, business combination, amalgamation, change of control or other similar transaction involving the Company; (b) engage in have any negotiations concerning, discussion with or 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 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 Proposalany such inquiry, except for proposal or offer; (c) approve or recommend, or propose to approve or recommend, whether publicly or to any director or Equityholder, any such proposal or offer; or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other similar agreement related to any such proposal or offer, or propose, whether publicly or to any director or Equityholder, or agree to do any of the Merger contemplated herebyforegoing related to any such proposal or offer. If Immediately after execution of this Agreement, the Company will, and will instruct its representatives to, immediately cease and terminate any existing discussion, or negotiation with any third parties conducted heretofore by the Company or any Stockholder, or of its representatives with respect to any of their respective Agentsthe foregoing. The Company will promptly advise Buyer of, have provided any and communicate to Buyer in writing the terms and conditions of (and the identity of the 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 and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received bymaking), any confidential information such inquiry, proposal or data is requested fromoffer received subject to, and only to the extent of, applicable contractual obligations of the Company under non-disclosure or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued withsimilar agreements existing as of November 30, it or any individual or entity referred to in the first sentence of this Section 8.102018.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Livongo Health, Inc.)
Exclusivity. Except with respect to this Agreement and the ----------- transactions contemplated hereby, none of the Company, the Stockholders and any of Principal Shareholders or their affiliates shall notshall, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 or any StockholderPrincipal Shareholder, or any of their respective Agents, have provided any person or entity (other than UniCapitalthe Parent) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company and the Stockholders Principal Shareholders shall notify UniCapital the Parent 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.107.3. The covenant contained in this Section 7.3 shall not survive any termination of this Agreement pursuant to Article 11.
Appears in 1 contract
Sources: Merger Agreement (Verticalnet Inc)
Exclusivity. Except During the period beginning on the date hereof and ending on the earlier of the Closing Date or the Termination Date, except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Company agrees that it will not, and each of them shall it will use its best efforts to cause its respective employeesdirectors, officers, and employees not to, and it shall direct its Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "“Agent"”) not to, : (a) initiate, encourage, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of thema Seller individually) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into or consummate any a Contract, agreement or understanding with any person or entity Person relating to an Acquisition a Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have Agent has provided any person or entity Person (other than UniCapitalPurchaser’s or the Company’s Agents) with any confidential information or data relating to an Acquisition a Proposal, then they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital Purchaser immediately if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it it, any of the Subsidiaries or any individual 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 entity referred to request, and shall include a true and complete copy of such Proposal, inquiry or request, if in the first sentence of this Section 8.10writing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Inpixon)
Exclusivity. Except (a) Seller Group agrees that until the earlier of the Closing and the termination of this Agreement, it shall not, and shall ensure that none of its Seller Representatives or Affiliates shall, directly or indirectly:
(i) solicit, initiate, seek, encourage or facilitate the initiation or submission of any expression of interest, inquiry, proposal or offer from any Person (other than Buyer or an Affiliate of Buyer) relating to, in connection with, or that would reasonably be expected to lead to a possible Acquisition Transaction; or
(ii) enter into, participate in or encourage any discussions or negotiations or enter into any agreement with, or provide any nonpublic information (whether written or oral) to, any Person (other than Buyer or an Affiliate of Buyer) relating to or in connection with respect a possible Acquisition Transaction or an expression of interest, inquiry, proposal or offer that would reasonably be expected to lead to a possible Acquisition Transaction; or
(iii) accept any proposal or offer from any Person (other than Buyer or any Affiliate of Buyer) relating to or in connection with a possible Acquisition Transaction; or
(iv) otherwise facilitate any directed effort or attempt by any Person (other than Buyer or an Affiliate of Buyer) to make a proposal or offer concerning a possible Acquisition Transaction.
(b) For purposes of this Section 5.4, “Acquisition Transaction” shall mean any transaction directly or indirectly involving the sale, license, disposition or acquisition of all or a material portion of the Business, Purchased Assets and Target Companies or a transaction (substantively similar in effect) that would reasonably be expected to replace or impair the consummation of the transactions contemplated by this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Ancillary Agreements.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall notSeller Parties will, and each will cause each of them shall cause its such Person’s respective officers, employees, directors, managers, members, partners, equityholders, advisors, representatives, 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 foregoing) (each, an "Agent") Affiliates not to, (a) directly or indirectly solicit, initiate, solicit encourage (including by way of furnishing information), or seek, directly or indirectly, take any inquiries other action to facilitate any inquiry or the making or implementation of any proposal that constitutes, or offer (including, without limitationcould reasonably be expected to lead to, any proposal acquisition or offer to its shareholders purchase of a substantial portion of the assets, equity interests or other securities of Seller Parties or any of them) with respect to a tender offer or exchange offer, merger, acquisition, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, spin-off, liquidation, dissolution or similar transaction involvinginvolving Seller Parties, or any purchase other transaction, the consummation of all which would or could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or any portion Related Agreement (any of the assets foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), Alternate Transaction Proposal or (b) engage propose, enter into or participate in any discussions or negotiations concerningregarding any Alternate Transaction Proposal, or provide furnish to any confidential other Person any information with respect to the business or data toassets of Seller Parties in connection with an Alternate Transaction Proposal, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to makedo or seek any of the foregoing. Seller Parties will cause Seller Parties to promptly notify Buyer in the event that Seller Parties, 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 or any Stockholder, Member or any of their respective Agentsofficers, have provided directors, managers, employees, equityholders, advisors, representatives and agents receives any person unsolicited indication of interest or entity (other than UniCapital) with any confidential information or data relating to proposal regarding an Acquisition Alternate Transaction Proposal, then they shall request including the immediate return identity of the Person indicating such interest or making such Alternate Transaction Proposal and a copy thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.
Appears in 1 contract
Sources: Asset Purchase Agreement (Medicine Man Technologies, Inc.)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and The Blass Parties agree that neither it nor any of their affiliates shall notrespective officers and directors shall, and that each of them Blass Party shall use commercially reasonable best efforts to cause its respective employees, agents and representatives (including, without limitation, including any investment bankingbanker, legal attorney or accounting firm accountant retained by it or them and any individual member or employee of the foregoing) (each, an "Agent"it) not to (and shall not authorize any of them to, (a) initiate, solicit or seek, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the making, submission or announcement of, any inquiries offer or the making proposal from any Person (other than Buyer or implementation of Parent) concerning any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to for a merger, acquisitionsale of substantial assets (including the license of any assets), consolidationsale of shares of stock or securities, recapitalization, liquidation, dissolution or similar transaction involvingbusiness combination, or other takeover or business combination transaction involving any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"”); (ii) participate in any discussions or negotiations regarding, or (b) engage in furnish to any negotiations concerning, or provide Person any confidential nonpublic information or data with respect to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to makerespect with, implement or accept an any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal (except to inform such Person that these restrictions exist); (iv) approve, endorse or recommend any Acquisition Proposal; or (dv) enter into any letter of intent or consummate similar document or any contract, agreement or understanding with commitment contemplating any person Acquisition Proposal or entity relating to an Acquisition Proposal, except for the Merger transaction 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 they shall request the immediate return thereofthereby. The Company Companies and the Stockholders shall notify UniCapital will immediately if cease any inquiriesand all existing activities, proposals discussions or offers related negotiations with any third parties conducted heretofore with respect to an any 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Proposal.
Appears in 1 contract
Exclusivity. Parent and each Seller agrees as follows:
(a) Except with respect to the transactions contemplated by this Agreement and the transactions contemplated herebyAncillary Agreements, the Company, the Stockholders Parent and any of their affiliates shall each Seller will not, and each of them shall it will 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 foregoing) (each, an "Agent") Subsidiaries not to, (ai) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a an acquisition, merger, acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, of the Company Business (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or (bii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, (ciii) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, or (div) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition a Proposal.
(b) Except with respect to the transactions contemplated herein and in the Ancillary Agreements, except for Parent and each Seller shall immediately cease and terminate, and each shall cause its Subsidiaries immediately to cease and terminate, any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any Proposal.
(c) The Seller Representative shall promptly notify Purchaser upon receipt of any written Proposal; provided, that the Merger contemplated hereby. If Seller Representative shall have no obligation to provide such notice to the Company or any Stockholder, extent the Seller Representative or any of their respective Agents, have provided any person its Subsidiaries are prohibited by a confidentiality or entity (other than UniCapital) with any confidential information or data relating non-disclosure agreement entered into prior to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10date hereof.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders no Stockholder and any none of their affiliates shall notshall, and each of them shall cause its the Company and their respective employees, agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its shareholders Stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company other than any such transaction effected or to be effected in the ordinary course of business (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they the Stockholders shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.107.1(j). The covenant contained in this Section 7.1(j) shall not survive any termination of this Agreement pursuant to Sections 11.1, 11.2 or 11.3.
Appears in 1 contract
Sources: Merger Agreement (Unicapital Corp)
Exclusivity. Except with respect to Until the earlier of the Closing and such time as this Agreement and is terminated in accordance with Article IX, none of the transactions contemplated hereby, the Company, the Stockholders and Acquired Companies or any of their affiliates shall notrespective officers, and each of them shall cause its respective directors, employees, agents and Affiliates or representatives (including, without limitation, any of their respective investment bankingbankers, legal attorneys, accountants or accounting firm retained by it or them and any individual member or employee of the foregoing) (eachother advisors), an "Agent") not to, (a) initiate, solicit or seekwill, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information or assistance) or take any other action to facilitate, any inquiries with respect to a potential or actual Alternative Transaction (as defined below) or the making or implementation of any proposal or offer that constitutes, or may or is reasonably likely to lead to, any Alternative Transaction, or enter into, maintain or continue discussions or negotiate with any Person or entity in furtherance of such inquiries or any Alternative Transaction or agree to endorse or support any Alternative Transaction. “Alternative Transaction” shall mean any of the following involving the Acquired Companies (includingother than those involving Parent, without limitationMerger Sub or any of their Affiliates): (a) a merger, consolidation, share exchange or other business combination, reorganization, recapitalization or other similar transaction involving the Acquired Companies or any Affiliate of the Acquired Companies that holds assets necessary for the conduct of the businesses conducted directly or indirectly by the Acquired Companies (a “Business Affiliate”); (b) any direct or indirect sale, lease, exchange, transfer or other similar disposition of any material portion of the assets of the Acquired Companies, taken as a whole; (c) any proposal or offer to its shareholders acquire any of the outstanding equity securities of any of the Acquired Companies; (d) any debt or equity financing or refinancing transaction involving any Business Affiliate; or (e) the announcement of an intention to do any of the foregoing or any of them) with respect agreement to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 of 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10foregoing.
Appears in 1 contract
Exclusivity. Except Seller has, and has caused the Company to, terminate all existing discussions or negotiations with any third parties conducted prior to the date hereof with respect to this Agreement and any Acquisition Proposal. Neither Seller nor the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekCompany will, directly or indirectly, through any inquiries officer, director, employee, representative or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders agent or any of themits Affiliates: (i) with respect to a mergersolicit, acquisitioninitiate, consolidation, recapitalization, liquidation, dissolution continue or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if encourage any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested fromthat constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock or similar transaction involving the Company, other than the Transaction (any of the foregoing inquiries or proposals being referred to as an "ACQUISITION PROPOSAL"); (ii) solicit, initiate, continue or engage in any negotiations or discussions related concerning, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) agree to, approve or recommend any Acquisition Proposal. Seller will notify Buyer immediately after receipt by Seller or the Company of any bona fide Acquisition Proposal or any request for non-public information in connection with a bona fide Acquisition Proposal or for access to the properties, Books and Records of the Company by any Person that informs Seller or the Company that it is considering making, or has made, an Acquisition Proposal are sought Proposal. Seller agrees that it will not, and will not cause or permit the Company to, release any third party from, or waive any provision of, any confidentiality or standstill agreement relating to be initiated or continued with, it or the Company to which any individual or entity referred to in the first sentence of this Section 8.10them is a party.
Appears in 1 contract
Exclusivity. Except with respect to (a) The Vendor acknowledges and agrees that, commencing on the date of this Agreement and until the transactions contemplated herebyearlier of the Closing Time and the date on which this Agreement is terminated according to its terms (the “Exclusivity Period”), the CompanyPurchaser shall have the sole and exclusive right to purchase the Purchased Assets and to carry out the Transactions contemplated hereunder.
(b) During the Exclusivity Period, the Stockholders and any of their affiliates Vendor shall not, and each shall not authorize or permit any of them shall cause its respective employeesofficers, agents and representatives (includingdirectors, without limitation, any investment banking, legal employees or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekagents, directly or indirectly, any inquiries to:
(i) solicit, initiate, encourage or induce the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "“Acquisition Proposal"), or (b”) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, from any person relating to the acquisition of any or all of the Purchased Assets or the shares of the Vendor or any merger, amalgamation or other business combination or similar transaction by the Vendor with any other person;
(ii) participate in any discussions or negotiations regarding any Acquisition Proposal;
(iii) furnish any information to any person in connection with or in response to an Acquisition Proposal, ; or
(c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (div) enter into or consummate execute any agreement letter of intent or understanding other binding or non-binding Contract contemplating or otherwise relating to any Acquisition Proposal.
(c) If the Vendor receives any Acquisition Proposal at any time during the Exclusivity Period, the Vendor shall promptly advise the Purchaser and provide to it all material facts contained in such Acquisition Proposal.
(d) The Vendor hereby represents and warrants that it has suspended all prior discussions and negotiations, if any, with any other person or entity relating to an regarding any Acquisition Proposal, except for .
(e) The Vendor acknowledges that 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to agreements contained in the first sentence of this Section 8.105.1 are an integral part of the Transactions, and that without these agreements the Purchaser would not enter into this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement
Exclusivity. Except with respect to During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to the terms and conditions hereof, none of the transactions contemplated herebyAcquired Companies, the CompanySeller or their respective Affiliates shall take or permit any other Person on its behalf to take any action to encourage, the Stockholders and any of their affiliates shall not, and each of them shall cause its respective employees, agents and representatives (including, without limitation, any investment banking, legal initiate or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any discussions or negotiations concerningwith, or provide any confidential information or data to, or have any substantive discussions withPerson (other than Buyer and Buyer’s Representatives) concerning any purchase of the Acquired Securities, any person relating merger or recapitalization involving the Acquired Companies, any sale of all or substantially all of the assets of the Acquired Companies or similar transaction involving the Acquired Companies (other than assets sold in the ordinary course of business, subject to an Acquisition Proposalthe provisions of Section 8.2). The Seller shall, and shall cause all of the Acquired Companies and their respective Representatives to, immediately terminate any and all negotiations or discussions with any third party regarding any proposal concerning any purchase of the Acquired Securities, any merger or recapitalization involving the Acquired Companies, any sale of all or substantially all the assets of the Acquired Companies or other similar transaction and terminate the access of any Person (cother than Buyer or its Representatives) otherwise cooperate to any electronic or virtual data room maintained in connection with any of the foregoing. The Company shall promptly (and in any effort event within 48 hours of the occurrence of the relevant event) notify the Buyer orally and in writing if any bona fide inquiries, proposals or attempt to makerequests for information concerning any purchase of the Acquired Securities, implement any merger or accept an Acquisition Proposalrecapitalization involving the Acquired Companies, any sale of all or (d) enter into substantially all the assets of the Acquired Companies or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If other similar transaction are received by the Company or any Stockholder, or any Representatives 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 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Carlisle Companies Inc)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company, Company nor the Stockholders and any none of their affiliates shall notshall, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 or any Stockholder, or any of their respective Agents, have has 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 or destruction thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.
Appears in 1 contract
Sources: Agreement and Plan of Contribution (Unicapital Corp)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.
Appears in 1 contract
Sources: Agreement and Plan of Contribution (Unicapital Corp)
Exclusivity. Except with respect to Until the earlier of the Effective Time or the date this Agreement and the transactions contemplated herebyis terminated pursuant to Section 8.1, the Company, the Stockholders and any of their affiliates Sellers shall not, and shall cause each of them shall cause the Transferred Companies and its and 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 foregoing) (each, an "Agent") Representatives not to, directly or indirectly, (ai) initiate, solicit or seek, directly or indirectly, any inquiries or encourage the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received byoffers, provide any confidential non-public information or data is requested fromor access to any Person relating to or in connection with a potential Competing Transaction, or make any other efforts or attempts that constitute, or would reasonably be expected to lead to, any Competing Transaction, or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions related or negotiations, (ii) approve or recommend, or publicly propose to an Acquisition Proposal are sought approve or recommend to the stockholders of the Company, a Competing Transaction, (iii) enter into any merger agreement, letter of intent or other agreement providing for or relating to a Competing Transaction, (iv) enter into any agreement requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (v) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligation of any Person other than Buyer, or (vi) agree or publicly propose to do any of the foregoing. The Company shall immediately cease and cause to be initiated terminated all discussions or continued withnegotiations existing as of the date of this Agreement with any Person and any other activities conducted heretofore with respect to any Competing Transaction and, it or any individual or entity referred subject to in the first sentence other provisions of this Section 8.10.6.5, will use its commercially reasonable efforts to enforce any confidentiality, standstill or similar agreement to which any of the Transferred Companies is a party, including by requesting the prompt return or destruction of all confidential information previously furnished and by using its commercially reasonable efforts to obtain injunctions or other equitable remedies to prevent or restrain any breaches of such agreements and to enforce specifically the terms and provisions thereof in a court of competent jurisdiction. In addition, the Company shall immediately terminate access for all Persons to the Data Room (other than with respect to Buyer or its Representatives). For purposes of this Section 6.5, the term “
Appears in 1 contract
Sources: Stock Purchase Agreement (IHS Inc.)
Exclusivity. Except with respect Seller agrees that, commencing on the date hereof through the Closing or earlier termination of this Agreement, Buyer shall have the exclusive right to this Agreement and consummate the transactions contemplated herebyherein, and during such exclusive period, Seller agrees that neither Seller, any owner, the CompanyStation Manager, the Stockholders and or any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, representative acting with Seller's authorization: (a) will initiate, solicit or seekencourage, directly or indirectly, any inquiries inquiries, or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar transaction involving, or any purchase of of, all or any portion of the assets Station Assets or any equity securities of, the Company of Seller (any such inquiry, proposal or offer being hereinafter referred to as an "Acquisition Proposal" and any such transaction being hereinafter referred to as an "Acquisition"), or ; (b) will engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) or otherwise cooperate in facilitate any effort or attempt to make, make or 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 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 they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received byor Acquisition; or (c) will continue any existing activities, discussions or negotiations with any confidential information or data is requested from, or parties conducted heretofore with respect to any negotiations or discussions related to an Acquisition Proposal are sought or Acquisition and will take the necessary steps to be initiated inform the individuals or continued with, it or any individual or entity entities referred to above of the obligations undertaken by them in the first sentence of this Section 8.109.6.
Appears in 1 contract
Sources: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Exclusivity. Except with respect to this Agreement Each of Seller, Bank and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Parent agrees that it will not, and each of them shall will cause its respective representatives, Affiliates, equityholders, officers, directors, employees, agents investment brokers and their respective representatives not to, directly or indirectly, (a) solicit, respond to, initiate or encourage any inquiry, proposal, offer or contact from any Person (other than Buyer and its Affiliates and representatives) relating to any transaction involving the sale of any Purchased Assets, any capital stock or other equity or ownership interests in Seller, or any acquisition, divestiture, merger, share exchange, consolidation, business combination, recapitalization, reorganization, redemption, financing or similar transaction involving Business or the Seller (in each case, an “Acquisition Proposal”), (b) participate in any discussion or negotiation regarding, furnish any information or documentation with respect to, assist or participate in or facilitate in any other manner any Acquisition Proposal, or (c) enter into any Contract, understanding or commitment with any other Person in respect of an Acquisition Proposal, and the foregoing parties shall cease immediately any and all existing activities, discussions or negotiations with any Person (including, without limitation, terminating or revoking all access to the Data Room or other similar electronic data room and using reasonable best efforts to cause all confidential or non-public information previously provided to any investment banking, legal Person to be returned or accounting firm retained by it destroyed in accordance with the applicable confidentiality agreement pertaining to such Person or them such information) other than Buyer and any individual member or employee of the foregoing) (each, its Affiliates and representatives regarding an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in . If any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to Person makes an Acquisition Proposal, (c) otherwise cooperate in any effort or 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 or any Stockholder, or any Seller will immediately notify Buyer 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 and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an such Acquisition Proposal are received byand all related details, including any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10economic terms associated therewith.
Appears in 1 contract
Sources: Asset Purchase Agreement (Eastern Bankshares, Inc.)
Exclusivity. Except with respect to (a) From the Execution Date until the earlier of the Closing Date or the earlier termination of this Agreement and the transactions contemplated herebypursuant to Article X, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") Seller agrees not to, (a) initiateand to direct or cause its Affiliates, solicit or seekthe Acquired Companies and their respective Representatives not to, directly or indirectly, take any inquiries of the following actions:
(i) initiate, solicit, encourage, consider or accept in any way any inquiry, offer or proposal from, or submit any proposal to, any Person or group of Persons other than Buyer, its Affiliates and any of its and their respective Representatives relating to (A) the sale, purchase, acquisition, disposition, lease or exchange (whether by transfer, merger, consolidation or other means) of (1) all or a portion of such Seller’s direct or indirect ownership interest in any applicable Acquired Company, including the Acquired Interests, or (2) any other equity interests in or the making or implementation assets of any proposal applicable Acquired Company to any Person or offer (including, without limitation, any proposal or offer to its shareholders group of Persons other than Buyer or any of themits Affiliates; (B) the issuance or acquisition of any shares of capital stock or other equity securities in the Acquired Companies; (C) any financing transaction of any kind, other than routine lending arrangements in the ordinary course of the applicable Acquired Companies’ business consistent with respect to a past practice; (D) any merger, acquisition, consolidation, restructuring, recapitalization, equity exchange, liquidation, dissolution or similar transaction involvinginvolving any Acquired Company; or (E) any other transaction that would require Sellers to abandon the transactions contemplated by this Agreement (each, an “Acquisition Proposal”);
(ii) participate in any negotiations or discussions with, or furnish any purchase assistance or non-public information to, any Person or group of all or Persons other than Buyer and its Representatives regarding any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"); or
(iii) enter into any agreement or understanding, whether oral or in writing, to effect an Acquisition Proposal.
(b) engage In addition to the other obligations under this Section 6.11, each Seller shall, as promptly as practicable, advise Buyer orally (in any negotiations concerningevent, within one (1) Business Day) and in writing (in any event, within three (3) Business Days) after receipt by such Seller of any written Acquisition Proposal, the material terms and conditions of such written Acquisition Proposal and the identity of the Person making the same. Each Seller agrees that the rights and remedies for noncompliance with this Section 6.11 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and its Affiliates and that money damages would not provide an adequate remedy to Buyer and its Affiliates.
(c) Subject to compliance with Section 6.1, the Parties agree that nothing in this Section 6.11 will limit or restrict (i) any confidential information Seller or data to, any of its Affiliates from engaging in the ordinary course of business for the Acquired Companies consistent with past practices (which may include dealing with financing parties in connection with the EIF ▇▇▇▇▇ Credit Facility or have any substantive discussions with, any person relating with the Operator in matters unrelated to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (dii) 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 or any Stockholder, Seller’s or any of their respective Agents, have provided any person or entity (other than UniCapital) its Affiliates’ discussions with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10its Representatives.
Appears in 1 contract
Sources: Purchase and Sale Agreement (NextEra Energy Partners, LP)
Exclusivity. Except with respect to (a) From the date hereof through the earlier of (a) the Closing and (b) the date that this Agreement and the transactions contemplated herebyis properly terminated in accordance with ARTICLE VII, neither the Company, on the Stockholders one hand, nor Parent and any Merger Sub, on the other hand, will, and such Persons will direct, and use reasonable best efforts to cause, each of their affiliates shall notrespective members, and each of them shall cause its respective officers, directors, Affiliates, managers, consultants, employees, representatives and 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, except as contemplated by this Agreement (including the schedules hereto), (i) encourage, solicit, initiate, engage, participate, enter into discussions or negotiations with any inquiries Person concerning (i) any merger or sale of ownership interests in, or material assets of, such Person or any of its Subsidiaries, or a recapitalization, share exchange, or similar transaction with respect to such Person or any of its Subsidiaries, or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the ability of the Parties or any of its respective Subsidiaries to consummate the Transactions contemplated by this Agreement (the transactions in subsections (i) and (ii), a “Competing Transaction”), (ii) provide any information to, or take any other action intended or designed to facilitate the efforts of any Person relating to a possible Competing Transaction or (iii) approve, recommend or enter into any Competing Transaction or any contract related to any Competing Transaction. In the event that there is an unsolicited proposal for, or an indication of interest in entering into, a Competing Transaction (including any revision, modification or follow-up with respect thereto), communicated in writing to the Company or Parent or any of their respective representatives or agents (each, an “Alternative Proposal”), such party will as promptly as practicable (and in any event within one Business Day after receipt) advise the other Party orally and in writing of such Alternative Proposal and the material terms and conditions of such Alternative Proposal (including any changes thereto) and the identity of the Person making such Alternative Proposal; provided, however, that nothing in the foregoing clause shall restrict Parent or implementation its Affiliates or Representatives prior to the Closing from disclosing to its shareholders any unsolicited proposal received in connection with any Alternative Proposal to the extent required by their obligations under applicable Law. Additionally, notwithstanding anything in this Section 4.3 to the contrary, if, at any time prior to the Closing, Parent or any of its officers, directors, Affiliates, employees, representatives or agents receives an unsolicited bona fide Alternative Proposal that did not result from a material breach of this Section 4.3, Parent’s Board of Directors may take the actions otherwise prohibited by Section 4.3 with respect to such Alternative Proposal (and enter into a confidentiality agreement with the third party proposing such Alternative Proposal), solely if Parent’s Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that (A) such Alternative Proposal constitutes, or is reasonably likely to result in, a Superior Proposal (as defined below) and (B) the failure by Parent’s Board of Directors to take the actions prohibited by Section 4.3 would constitute a breach of its fiduciary duties under applicable Law. In the event Parent’s Board of Directors, after consultation with its financial advisors and outside legal counsel, determines that an Alternative Proposal constitutes a Superior Proposal, Parent shall inform the Company of such fact and allow the Company time to modify the terms of the Transactions. If, notwithstanding any such modification, Parent still in good ▇▇▇▇▇ ▇▇▇▇▇ the Alternative Proposal to constitute a Superior Proposal, Parent may terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal, provided that Parent delivers written notice to the Company that it intends to take such actions with respect to such Superior Proposal and Parent (or its designee) pays to the Company the termination fee in accordance with the provisions of Section 7.2. Parent shall notify the Company as promptly as practicable upon becoming aware of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingthat constitutes, or could reasonably be expected to result in or lead to any purchase of all or any portion of Alternative Proposal after the assets or any equity securities ofdate hereof. “Superior Proposal” means a bona fide written Alternative Proposal made after the date hereof, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence that did not result from a breach of this Section 8.104.3, that Parent’s Board of Directors in good faith determines (after consultation with its outside legal counsel and financial advisor(s)) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to Parent than the Transactions after taking into account all such factors and matters deemed relevant in good faith by ▇▇▇▇▇▇’s Board of Directors.
Appears in 1 contract
Sources: Merger Agreement (BT Brands, Inc.)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiateFrom and after the date of this Agreement until the earlier of the Closing Date or termination of this Agreement pursuant to Article X, solicit or seekSeller shall not, directly or indirectly, solicit offers from, or in any inquiries manner initiate or encourage the making or implementation submission of any proposal or offer (including, without limitationof, any proposal third party relating to the Purchased Equity or offer to its shareholders all or substantially all of the Purchased Assets, including any of them) with respect to acquisition structured as a tender offer, exchange offer, merger, acquisition, consolidation, recapitalizationor share exchange (such proposals, liquidation, dissolution announcements or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer transactions being hereinafter referred to as an "called herein “Acquisition Proposal"Proposals”), or .
(b) engage Notwithstanding the foregoing, if the members of the Board of Directors of Seller reasonably believe that the following is necessary for the purpose of fulfilling their fiduciary duties, Seller, the Companies and their respective directors, officers and managers may participate in any discussions or negotiations concerningregarding, furnish any information with respect to, assist or participate in, or provide facilitate in any confidential information or data to, or have other manner any substantive discussions with, Acquisition Proposal initiated by any person relating to an Acquisition other Person that has (i) made a bona fide proposal that the Seller reasonably believes constitutes a Superior Proposal, and (ii) entered into a confidentiality agreement on terms substantially similar to the agreement executed by Seller and Buyer, but allows Seller to comply with this Agreement. Seller shall be permitted to direct its officers and other employees, agents, advisors and counsel to cooperate with and be reasonably available to consult with any such third party under the circumstances described in this Section 8.10. Notwithstanding anything to the contrary in this Agreement, Seller’s rights under this Section 8.10(b) and under Section 8.10(d) shall terminate and be of no further force or effect at 11:59 p.m. Eastern time on April 3, 2007 (the “End Time”), and any and all activities, if any, of Seller, the Companies and their respective directors, officers and managers that were previously occurring pursuant to and in accordance with this Section 8.10(b) shall immediately cease at the End Time.
(c) otherwise cooperate Seller will notify Buyer as promptly as practicable (but in any effort or attempt to make, implement or accept an event within 48 hours) after receipt of any Acquisition Proposal, or any material modification of or material amendment to any Acquisition Proposal, or if Seller or any of its Affiliates conduct any discussions or negotiations concerning any Acquisition Proposal.
(d) Seller may enter into or consummate any a letter of intent, memorandum of understanding, acquisition agreement or understanding similar agreement in connection with any person or entity relating Superior Proposal and terminate this Agreement if and only if (i) Seller exercises these rights prior to an Acquisition the End Time specified in Section 8.10(b), (ii) the Board of Directors approves the Superior Proposal, except for (iii) Seller has complied with this Section 8.10, (iv) at least five business days have passed from the Merger contemplated hereby. If date Buyer received the Company or any Stockholdernotice set forth in Section 8.10(c), or any (v) Seller provides Buyer written notice of its decision to accept the Superior Proposal, and (vi) with the notice identified in the preceding clause Seller delivers to Buyer the Termination Fee.
(e) Seller will, and will cause its Subsidiaries and their respective Agentsofficers, have provided directors, agents and representatives to, immediately cease and cause to be terminated any person existing discussions or entity negotiations with any Persons (other than UniCapitalBuyer and its representatives) conducted heretofore with respect to any confidential information or data relating to an Acquisition Proposal. Seller agrees not to, then they shall request and to cause its Subsidiaries not to, release any third party from the immediate return confidentiality and stand still provisions of any agreement to which Seller or its Subsidiaries is a party or becomes a party. Seller will use reasonable efforts to ensure that the officers, directors and all employees agents and representatives of the Seller or its Subsidiaries are aware of the restrictions in this Section 8.10 as reasonably necessary to avoid violations thereof. The Company and Any violation of the Stockholders shall notify UniCapital immediately if restrictions set forth in this Section 8.10 by any inquiriesofficer, proposals director, employee, agent or offers related to an Acquisition Proposal are received byrepresentative (including any investment banker, any confidential information or data is requested fromfinancial advisor, attorney, accountant, or any negotiations or discussions related to an Acquisition Proposal are sought other retained representative) of the Seller will be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.108.10 by the Seller.
Appears in 1 contract
Sources: Acquisition Agreement (Tekelec)
Exclusivity. Except with respect to this Agreement Owners and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates Holdings shall not, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 or any Stockholder, or through any of their respective Agentsdirectors, have provided officers and employees, independent contractors, consultants, counsel, accountants, investment advisors and other representatives or agents (collectively, "Representatives") or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other person relating to the sale of the Stock or entity substantially all of Holdings or the Subsidiaries assets or businesses whether through direct purchase, merger, consolidation, or other business combination (other than UniCapitalsales of franchises in the ordinary course) with any confidential information or data relating to an Acquisition a sale or transfer of more than 25% of the outstanding stock of Holdings or the Subsidiaries (a "Proposal, then they shall request the immediate return thereof"). The Company Buyer acknowledges that Holdings and the Stockholders Owners have previously actively marketed the sale of the business and the Stock and that the receipt of and response to a Proposal 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 initiated or continued with, it or any individual or entity referred to in the first sentence not constitute a breach of this Section 8.10SECTION 1.10 if such response does no more than indicate that (a) the Proposal has been received, (b) the Owners or Holdings have entered into an agreement with respect to the acquisition and (c) the Owners or Holdings will not negotiate with the parties offering the Proposal at this time. In the event that the Owners or Holdings breach the agreement set forth in this SECTION 1.10 and within twelve (12) months after such breach, the Owners or Holdings close a transaction with a party contained in a Proposal then immediately upon such Closing, the Owners or Holdings, as applicable, shall pay, to Buyer the sum of Two Hundred Thousand Dollars ($200,000.00) plus all of Parent's and Buyer's reasonable costs and expenses relating to the transactions contemplated herein, including without limitation, fees and expenses of legal counsel, accountants, investment bankers, brokers or finders, printers, copiers, consultants or other representatives for the services used, hired or connected with this Agreement.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement and (i) Until the transactions contemplated herebyexpiry of the Standstill Period, the Company, the Stockholders and no Seller nor any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seekRepresentatives shall, directly or indirectly, solicit, initiate, knowingly encourage, participate in negotiations with, provide any inquiries information to, enter into any agreement with or otherwise cooperate in any way in connection with, any Third Party concerning any Competing Transaction.
(ii) Each Seller shall promptly (and in any event within twenty four hours of the making or implementation occurrence of the relevant event) notify the Acquirer orally and in writing of any proposals or inquiries (including without limitation requests for information concerning the Company) received by such Seller from a Third Party on or after the date hereof concerning a potential Competing Transaction, the identity of the Third Party making the inquiry or proposal and the terms and conditions thereof; provided that if any portion of such disclosure would be a breach of any existing obligation to maintain confidentiality in effect on or offer prior to the date hereof, such Seller shall provide as much of the required disclosure as it can without breaching such existing obligation, and in all events and at a minimum, each Seller shall notify the Acquirer of receipt of all oral and written inquiries regarding any Competing Transaction.
(includingiii) Each Seller agrees to cease, without limitationimmediately following the execution of this Agreement, all communications, discussions or negotiations with any proposal or offer to its shareholders or any of them) Third Party with respect to any possible Competing Transaction.
(iv) For the purpose of this Clause 3.2, the term “Competing Transaction” shall mean any of the following involving the Company and/or either of the Sellers or their Representatives, including by means of a transaction with the Company’s shareholders: (a) any merger, acquisition, consolidation, business combination, recapitalization, liquidationor other similar transaction, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerningsale, lease, exchange, mortgage, pledge, transfer or provide any confidential information other disposition of 25% or data to, or have any substantive discussions with, any person relating to an Acquisition Proposalmore of the consolidated assets of the Company taken as a whole, (c) otherwise cooperate in any effort tender offer or attempt to make, implement exchange offer for 25% or accept more of the current shares outstanding of the Company on an Acquisition Proposalaggregate basis by the Sellers acting together or as a combination, or (d) enter into sale, transfer or consummate any agreement other disposition of all or understanding with any person or entity relating to an Acquisition Proposal, except for part of the Merger contemplated hereby. If shares held by 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to Sellers in the first sentence of this Section 8.10Company.
Appears in 1 contract
Exclusivity. The Seller agrees as follows:
(a) Except with respect to the transactions contemplated by this Agreement, the Seller agrees upon execution of this Agreement and until the transactions contemplated herebydate, the Companyif any, the Stockholders and any of their affiliates shall on which this Agreement is terminated pursuant to Article IX, that it will not, and each of them shall it will cause its subsidiaries and its and 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 foregoing) (each, an "Agent") Representatives not to, (ai) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a an acquisition, merger, acquisition, consolidation, recapitalization, liquidation, dissolution consolidation or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, of the Company Business (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or (bii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, (ciii) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, or (div) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition a Proposal.
(b) Except with respect to the Possible Transaction, except for the Merger contemplated hereby. If the Company or any StockholderSeller shall immediately cease and terminate, or any of and it shall cause its subsidiaries and its and their respective AgentsRepresentatives immediately to cease and terminate, have provided any person existing activities, including discussions or entity (other than UniCapital) negotiations with any confidential information or data relating parties conducted heretofore with respect to an Acquisition any Proposal.
(c) The Seller shall upon execution of this Agreement and until the date, then they shall request the immediate return thereof. The Company and the Stockholders shall if any, on which this Agreement is terminated pursuant to Article IX, notify UniCapital immediately Buyer promptly if any inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested in connection with a Proposal from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it or any individual of its subsidiaries or entity referred any of their respective Representatives and will provide the terms of any such inquiry, proposal or offer to in the first sentence of this Section 8.10Buyer.
Appears in 1 contract
Sources: Asset Purchase Agreement (Advanced Energy Industries Inc)
Exclusivity. Except with respect to From the date of the execution of this Agreement and until the transactions contemplated herebyearlier of the Closing and the termination of this Agreement pursuant to Section 10.13, the Company, the Stockholders and any of their affiliates Warrantors shall not, and each they shall not permit any of them shall cause its respective employees, agents and their representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, initiate, solicit, encourage, respond to, or take any inquiries other action to facilitate or participate in any negotiations, overtures, or discussions concerning any offer or proposal or enter into any agreement with respect to, any purchase, sale or transfer (whether in the making form of merger, consolidation or implementation otherwise) of any proposal or offer (including, without limitation, Equity Securities in any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingGroup Company, or any purchase of all or any portion substantially all of the assets or of any equity securities of, the Group Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"the “New Financing”), or (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating transaction similar to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding the transactions contemplated herein with any person or entity relating to an Acquisition Proposalparty other than the Series D Investors without the affirmative prior written approval of the Series D Investors, except for the Merger purchase and sale of up to 22,666,666 Class B Ordinary Shares to be issued to the Series D Investors and other new investors (the “Co-Investors”) set forth in Schedule A-2 attached hereto, provided that, such issuance shall be based on a purchase price per share that is the same with the Purchase Price per share for the transactions contemplated herebyherein (as adjusted in connection with share splits or share consolidation, reclassification or other similar event) and other same terms and conditions for such transactions contemplated herein (the “Exempted Transactions”). If The Warrantors represent, jointly and severally, that none of them is a signatory to or bound by any agreement with respect to any transactions or combinations as described in the preceding sentence other than the Exempted Transaction or as contemplated by this Agreement. Except for those related to the Exempted Transaction, 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 they shall request the immediate return thereof. The Company and the Stockholders shall notify UniCapital immediately if any inquiries, proposals each Series D Investor of such offer or offers related to an Acquisition Proposal are proposal received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in by the first sentence Warrantors after the execution of this Section 8.10Agreement, and shall provide to each Series D Investor (unless prohibited under applicable law or the terms of a binding non-disclosure agreement) copies of any written materials received in connection with such offer or proposal.
Appears in 1 contract
Sources: Class B Ordinary Share Purchase Agreement (Hesai Group)
Exclusivity. Except with respect to (a) From the date of this Agreement and until the transactions contemplated herebyFirst Merger Effective Time or, if earlier, the Companyvalid termination of this Agreement in accordance with Section 10.01, the Stockholders and any of their affiliates Acquiror shall not, and each of them shall use its reasonable efforts to cause its 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 foregoing) (each, an "Agent") Representatives not to, directly or indirectly:
(ai) initiate, solicit or seek, directly knowingly encourage or indirectly, knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or implementation of any proposal or offer that constitutes any Competing Proposal;
(includingii) engage in, without limitationcontinue 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 proposal Person relating to any proposal, offer, inquiry or request for information that constitutes any Competing Proposal;
(iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Competing Proposal;
(iv) 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 Competing Proposal; or
(v) resolve or agree to do any of the foregoing.
(b) Acquiror also agrees that immediately following the execution of this Agreement it shall, and shall use its reasonable efforts to cause its 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 Competing Proposal. Acquiror shall promptly (and in any event within one (1) Business Day) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes any Competing Proposal. For the avoidance of doubt, nothing contained in this Agreement shall prohibit Acquiror from taking and disclosing to its shareholders stockholders a position contemplated by Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or from making any disclosure to Acquiror’s stockholders if, in the good faith judgment of the Acquiror Board, after consultation with its financial advisors and outside counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, that neither Acquiror nor Acquiror Board nor any committee thereof shall, except as specifically permitted by Section 8.02(d), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the Acquiror Board Recommendation, or propose to approve or recommend, a Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreements, the Acquiror Board may furnish information to, and enter into discussions with, a person who has made a Competing Proposal, and the Acquiror Board has (i) determined, in its good faith judgment (after having received the advice of thema financial advisor and independent legal counsel, who may be Acquiror’s regularly engaged independent legal counsel), that such Competing Proposal constitutes a Superior Proposal, or is reasonably likely to result in a Superior Proposal, (ii) determined, in its good faith judgment after consultation with respect independent legal counsel (who may be Acquiror’s regularly engaged independent legal counsel), that, in light of such Competing Proposal, the furnishing of such information or entering into discussions is required to a comply with its fiduciary obligations to Acquiror and its stockholders under applicable Law, (iii) provided written notice to the Company of its intent to furnish information or enter into discussions with such person at least three (3) business days prior to taking any such action, and (iv) obtained from such person an executed confidentiality agreement on terms no less favorable to Acquiror than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting Acquiror from satisfying its obligations under this Agreement); provided further that Acquiror shall concurrently make available to the Company and its Representatives any information concerning the Acquiror and its Subsidiaries that is provided to any such Person and that was not previously made available to the Company.
(c) For purposes of this Agreement, “Competing Proposal” means (other than the Transactions): (i) any merger, acquisitionconsolidation, consolidationshare exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction involvinginvolving Acquiror; (ii) any sale, lease, exchange, transfer or any purchase other disposition of all or any portion a substantial part of the assets of the Acquiror; (iii) any sale, exchange, transfer or other disposition of 15% or more of any class of equity securities ofof Acquiror; (iv) any tender offer or exchange offer that, the Company (if consummated, would result in any such proposal person beneficially owning 15% or offer being hereinafter referred to as an "Acquisition Proposal"), more of any class of equity securities of Acquiror; or (bv) engage any solicitation in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating opposition to an Acquisition Proposal, (c) otherwise cooperate in any effort or 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 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 they shall request the immediate return thereof. The Company approval 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 initiated or continued with, it or any individual or entity referred to in the first sentence adoption of this Section 8.10Agreement by Acquiror’s stockholders.
Appears in 1 contract
Sources: Merger Agreement (Nxu, Inc.)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders no Stockholder and any none of their affiliates shall notshall, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Section 13.1, 13.2 or 13.3.
Appears in 1 contract
Sources: Agreement and Plan of Contribution (Unicapital Corp)
Exclusivity. Except with respect to Until the termination of this Agreement and the transactions contemplated herebypursuant to Section 10.1, provided that neither Buyer is in breach of this Agreement, the Company, the Stockholders Seller jointly and severally agree that neither Seller nor any of their affiliates shall notits members or officers shall, and each of them that they shall cause its respective their Affiliates, employees, agents and representatives Representatives not to (including, without limitation, and shall not authorize any investment banking, legal or accounting firm retained by it or of them and any individual member or employee of the foregoingto) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly: (i) solicit, initiate, encourage or facilitate any inquiries with respect to, or the making, submission or announcement of, any inquiries offer or proposal from any Person (other than the making or implementation of Buyers) concerning any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to for a merger, acquisitionsale of substantial assets (including the license of any assets), consolidationsale of shares of stock or securities of Seller, recapitalization, liquidation, dissolution or similar transaction involvingbusiness combination involving Seller, or any purchase of all other takeover or business combination transaction involving Seller or any portion sale of the assets or any equity securities of, the Company Acquired Assets other than in accordance with this Agreement (any such proposal or offer being hereinafter referred to as each an "“Acquisition Proposal"”); (ii) participate in any discussions or negotiations regarding, or (b) engage in furnish to any negotiations concerning, or provide Person any confidential nonpublic information or data with respect to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to makerespect with, implement or accept an any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal (except to inform such Person that these restrictions exist); (iv) approve, endorse or recommend any Acquisition Proposal; or (dv) enter into any letter of intent or consummate similar document or any agreement contract, agreement, arrangement, understanding or understanding commitment, whether binding or non-binding, contemplating any Acquisition Proposal or transaction contemplated thereby or requiring opposition to or seeking to prevent or undermine the transactions contemplated by this Agreement. The Seller shall immediately cease any and all existing activities, discussions or negotiations with any person or entity relating Third Parties conducted heretofore with respect to an any Acquisition Proposal, except for 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, neither the Company, the Stockholders Partnership nor any Partner and any none of their affiliates shall notshall, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company Partnership (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 acquisition contemplated hereby. If the Company Partnership or any StockholderPartner, 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 Partnership and the Stockholders Partners 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10. The covenant contained in this Section 8.10 shall not survive any termination of this Agreement pursuant to Sections 13.1, 13.2 or 13.3.
Appears in 1 contract
Sources: Purchase Agreement (Unicapital Corp)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, (a) Each of the Company, the Stockholders Founders, OCW, and any of their affiliates OCW’s Subsidiaries, shall not, and each of them the foregoing shall cause not authorize or permit any of its respective employees, agents and Affiliates or any of their representatives (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any for a period of four (4) months following the Effective Date (i) encourage, solicit, initiate, facilitate or continue inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as regarding an "Acquisition Proposal"), ; (ii) enter into discussions or (b) engage in any negotiations concerningwith, or provide any confidential information to, any Person concerning a possible Acquisition Proposal; or data (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each of the Company, the Founders, OCW, and any of OCW’s Subsidiaries shall immediately cease and cause to be terminated, and shall cause its Affiliates 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 have any substantive discussions withthat could lead to, any person relating to an Acquisition Proposal. For purposes hereof, (c) otherwise cooperate in any effort or attempt to make, implement or accept an the term “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (d) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposalother than Purchaser, except for the Merger contemplated hereby. If the Company Sub or any Stockholderof their Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company, OCW, or any of their respective AgentsOCW’s Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company, 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 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 fromOCW, or any negotiations of OCW’s Subsidiaries; or discussions related to an Acquisition Proposal are sought to be initiated (iii) the sale, lease, exchange or continued withother disposition of any significant portion of the Company’s, it OCW’s or any individual of OCW’s Subsidiaries’ properties or entity referred to in assets, except as permitted by the first sentence of this Section 8.10International Brand License.
Appears in 1 contract
Exclusivity. Except with respect In consideration of, among other things, BioPort’s agreement to this Agreement make the Letter of Intent Payment and enter into the transactions contemplated herebyloan and security agreement referred to in Section 3 which provides for below market interest rate loans to Antex; and BioPort’s willingness to incur substantial expenses in conducting its due diligence investigation of Antex’ and prepare and negotiate the Definitive Agreements, the Company, the Stockholders and any of their affiliates Antex hereby agrees as follows:
(a) Antex shall not, and Antex shall require each of them shall cause its respective officers, directors, employees, representatives and 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiries inquiry, proposal, offer or the making or implementation of discussion with any proposal or offer party (including, without limitation, other than BioPort) concerning any proposal or offer to its shareholders or any of them) with respect to a merger, acquisitionreorganization, consolidation, recapitalization, business combination, liquidation, dissolution dissolution, share exchange, sale of stock, sale or license of material assets or similar business transaction involvinginvolving Antex, (ii) furnish any non-public information concerning the business, properties or assets of Antex to any party (other than BioPort) or (iii) engage in discussions or negotiations with any party (other than BioPort) concerning any such transaction or any purchase transaction that is in any way inconsistent with this Letter of all Intent or the transactions contemplated hereby.
(b) Antex shall immediately notify any portion party with which discussions or negotiations of the assets nature described in paragraph (a) above are pending that Antex is terminating such discussions or negotiations. If Antex receives any equity securities ofinquiry, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")of the nature described in paragraph (a) above, Antex shall, within one business day after such receipt, notify BioPort of such inquiry, proposal or (b) engage in any negotiations concerningoffer, including the identity of the other party and the terms of such inquiry, proposal or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal, offer.
(c) otherwise cooperate Unless extended by the mutual agreement of the parties, the exclusivity provisions set forth in any effort or attempt this Section 10 shall automatically terminate on the sooner of (i) the execution and delivery of the Definitive Agreements containing an exclusivity provision similar to make, implement or accept an Acquisition Proposal, the one set forth in this Section 10 or (dii) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition ProposalMarch 31, except for 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.102003.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiateDuring the Interim Period, solicit BCG shall not take, nor shall it permit any of its Affiliates or seekRepresentatives to take, whether directly or indirectly, any inquiries action to solicit, initiate or the making engage in discussions or implementation of negotiations with, or enter into any proposal agreement with, or offer (includingencourage, without limitationor provide information to, any proposal or offer to its shareholders or Person (other than Avalon and/or any of themits Affiliates or Representatives) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or concerning any purchase of all or any a material portion of BCG’s equity securities or the assets or issuance and sale of any equity securities of, or membership interests in, BCG or its Subsidiaries (other than any purchases of equity securities by BCG from employees of BCG or its Subsidiaries) or any merger or sale of substantial assets involving BCG or its Subsidiaries, other than immaterial assets or assets sold in the Company ordinary course of business or transactions permitted by Section 7.01 (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”). BCG shall, and shall cause its Affiliates and Representatives to, immediately cease any such proposal and all existing discussions or offer being hereinafter referred negotiations with any Person conducted prior to as an "Acquisition Proposal")the Execution Date with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.
(b) During the Interim Period, Avalon shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any negotiations agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than BCG, its stockholders and/or any of their Affiliates or Representatives), concerning, relating to or provide which is intended or is reasonably likely to give rise to or result in, any confidential information offer, inquiry, proposal or data indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with BCG, its stockholders and their respective Affiliates and Representatives. Avalon shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the Execution Date with respect to, or have any substantive discussions withwhich is reasonably likely to give rise to or result in, any person relating to an Acquisition a Business Combination Proposal, (c) otherwise cooperate in any effort or 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.
Appears in 1 contract
Sources: Business Combination Agreement (Avalon Acquisition Inc.)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Seller agrees that it will not, and each of them shall it will cause its the Companies and their respective managers, directors, officers, employees, consultants, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it Seller or them either Company or any of their Agents and any individual member or employee of the foregoing) (each, an "“Agent"”) not to, : (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, the Seller or either Company or any of their respective Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition a “Proposal"”), or ; (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition a Proposal, ; (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition a Proposal, ; or (d) enter into a contract, arrangement or consummate any agreement or understanding with any person or entity Person relating to an Acquisition a Proposal, except for 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 they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital immediately Buyer promptly if any substantive inquiries, proposals or offers related to an Acquisition a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to an Acquisition a Proposal are sought to be initiated or continued with, it Seller, either Company, any of their respective Subsidiaries or any individual or entity referred to of their respective Agents. Notwithstanding the foregoing, Seller, the Companies and each of their Agents may take such actions as any of them reasonably deem appropriate in connection with the first sentence rights of CES under the Development Agreement in connection with the transactions contemplated by this Section 8.10Agreement.
Appears in 1 contract
Exclusivity. Except (a) Subject to Section 5.8(b), except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall Company agrees that it will not, and it will cause each of them shall cause its Subsidiaries and its and their respective directors, officers, employees, Affiliates and other agents and representatives (including, without limitation, including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an "Agent") ), not to, : (ai) initiate, solicit solicit, or knowingly encourage or seek, directly or indirectly, any inquiries relating to or the making or implementation of any proposal or offer Third Party Proposal; (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (bii) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person Person relating to an Acquisition a Third Party Proposal, ; (ciii) otherwise cooperate in or facilitate any effort or attempt to make, implement or accept an Acquisition a Third Party Proposal, or ; (div) enter into or consummate any agreement or understanding Contract with any person or entity Person relating to an a Third Party Proposal or (v) release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. The Company will immediately cease, and will cause its Subsidiaries and Agents immediately to cease, any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to (or reasonably likely to lead to) any Third Party Proposal. "Third Party Proposal" means any Contract, proposal or offer (including any proposal or offer to the stockholders of the Company) with respect to a proposed or potential Acquisition ProposalTransaction. "Acquisition Transaction" means: (A) any sale, except for the Merger contemplated hereby. If lease or other disposition, direct or indirect (and however structured), of any business or assets of the Company and/or any of its Subsidiaries, (B) any tender offer (including a self-tender offer) or exchange offer, (C) a merger, consolidation, share exchange, business combination, reorganization, joint venture, recapitalization, liquidation, dissolution or other similar transaction involving the Company, (D) the issuance, sale or other disposition, direct or indirect (and however structured, and including in connection with any Stockholderfinancing), of securities (or securities or other rights convertible into, or exercisable or exchangeable for, such securities) or (E) any combination of their respective Agents, have provided any person or entity the foregoing (other than UniCapital) with any confidential information or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Merger).
Appears in 1 contract
Sources: Merger Agreement (EUSA Pharma Inc)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiateFrom the date of this Agreement until the Closing or, solicit if earlier, the termination of this Agreement in accordance with ARTICLE VIII, the Sellers shall not (whether directly or seekindirectly through Representatives) and shall cause the Company and its Subsidiaries and their respective Representatives not to, directly or indirectly, (x) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making or implementation submission of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingthat constitutes, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred may reasonably be expected to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data lead to, or have any substantive discussions with, any person relating to an Acquisition Proposal, (cy) otherwise cooperate participate or engage in discussions or negotiations with, or disclose any effort non-public information or attempt data relating to makethe Company or any of its Subsidiaries or afford access to the properties, implement books or accept records of the Company or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person in contemplation of an Acquisition Proposal, or (dz) accept an Acquisition Proposal or enter into any Contract or consummate any agreement in principle providing for or understanding with any person or entity relating to an Acquisition Proposal or enter into any Contract or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement.
(b) For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal regarding a merger, except for the Merger contemplated hereby. If consolidation, share exchange, recapitalization, reclassification, liquidation or other business combination involving the Company or any Stockholderof its Material Subsidiaries (as defined herein) or the acquisition or purchase of thirty percent (30%) or more of any class of equity securities of the Company or any of its Material Subsidiaries, or any of their respective Agents, have provided tender offer (including self-tenders) or exchange offer or stock purchase (including any person or entity repurchase by the Company) that if consummated would result in any Person (other than UniCapitalthe Sellers) with beneficially owning thirty percent (30%) or more of any confidential information class of equity securities of the Company or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 fromof its Material Subsidiaries, or any negotiations a substantial portion of the assets or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.properties
Appears in 1 contract
Exclusivity. Except with respect to Recognizing that the Buyer's investigations of the Seller and its businesses, and the negotiation and drafting of this Agreement and the other agreements, documents and instruments to be executed by the Buyer in connection herewith have to date required and will continue to require the Buyer to expend significant time, effort and money, and to induce the Buyer to execute and deliver this Agreement and proceed with the transactions contemplated hereby, the Companyas long as this Agreement is in effect and for a period of 30 days after its termination, the Stockholders Seller and any of their affiliates its subsidiaries shall not, and each will not permit any of them shall cause its respective employeestheir shareholders, officers, directors, 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 foregoing) (each, an "Agent") not affiliates to, (a) directly or indirectly, initiate, solicit or seek, directly or indirectlyencourage (including by way of providing any non-public information concerning the Alexandria Business to any person), any inquiries or the making or implementation of any proposal proposal, or offer have any negotiations or discussions, or enter into (includingor authorize) any agreement or agreement in principle, without limitation, or announce any proposal or offer intention to its shareholders or do any of them) the foregoing, with respect to a merger, acquisitionstock purchase, consolidation, recapitalization, liquidation, dissolution consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets Assets other than in the ordinary course of business of, or any significant equity securities ofinterest in, the Company Alexandria Business other than as contemplated hereby (any such proposal or offer being hereinafter referred to as an "Acquisition ProposalTransaction"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company and the Stockholders Seller shall notify UniCapital Buyer immediately if any inquiries, such inquiries or proposals or offers related to an Acquisition Proposal are received by, any confidential such information or data is requested from, or any such negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it with Seller or any individual of its subsidiaries. Except to the extent that Seller or entity referred ▇▇▇▇▇▇▇▇ is bound by an existing (on the date hereof) nondisclosure agreement prohibiting such disclosure, such notice shall include the identity of the party making, and the terms of (including delivery of copies thereof), any inquiry or proposal relating to in an Acquisition Transaction. Seller will keep Buyer fully informed of the first sentence of this Section 8.10status of, and any modification to, any such inquiry or proposal. Seller will immediately cease any existing discussions or negotiations with any third party relating to an Acquisition Transaction.
Appears in 1 contract
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) Except for the Back-up Offer (as defined in Section 16), which Seller expressly acknowledges and agrees is subject to, and subordinate to, this Agreement, and subject to the fiduciary duties of the General Partner and the Managing Members under applicable law to consider Competing Transactions as provided in subsection (b) below, neither Seller, General Partner, nor Managing Members shall initiate, solicit or seekknowingly encourage (including by way of furnishing information or assistance), directly or indirectlytake any other action to facilitate, any inquiries or the making or implementation of any proposal which constitutes, or offer (including, without limitationwould reasonably be expected to lead to, any Competing Transaction (as defined below) or Competing Transaction proposal (and Seller shall direct Seller's Broker to comply with the foregoing), or negotiate or have any discussions with any person in furtherance of such inquiries or to obtain a Competing Transaction or Competing Transaction proposal, or disclose any nonpublic information or afford access to its personnel, properties, books or records to, any person that has made, or to Seller's knowledge, is considering making, a proposal for a Competing Transaction, or agree to or endorse any Competing Transaction or Competing Transaction proposal, or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, sale of the Property agreement, asset purchase or securities exchange or issuance agreement, option agreement, or other similar agreement related to any Competing Transaction or Competing Transaction proposal or offer propose or agree to do any of the foregoing, or authorize any of its shareholders officers, employees or any investment banker, broker, financial advisor, attorney, accountant or any other representative retained by it or any of themits affiliates (the "Representatives") to take any such action, and will cause the Representatives not to take any such action.
(b) Notwithstanding subsection (a) above, the General Partner and Managing Members have disclosed that they may have fiduciary duties under applicable law to consider Competing Transaction proposals. The General Partner of Seller shall be permitted to consider a Competing Transaction proposal, and the General Partner shall be relieved of its obligations set forth in Section 17, if and to the extent that all of the following conditions are met: (i) the General Partner of Seller concludes in good faith (after consulting with outside legal counsel) that failure to consider a Competing Transaction proposal would be inconsistent with its fiduciary duties under applicable law to consider a Competing Transaction proposal, and (ii) before taking any such action, Seller promptly gives Buyer (orally and in writing) notice advising Buyer of the decision of the General Partner of Seller to take such action, including the reasons therefore, and such notice specifies the material terms and conditions of such Competing Transaction proposal and identifies the person making such Competing Transaction proposal (and Seller will also promptly give Buyer such a notice with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase subsequent material change in such proposal) and Seller has given Buyer at least three (3) business days after delivery of all or any portion of each such notice to propose revisions to the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence terms of this Section 8.10.Agreement (or to make another proposal) in response to such Competing Transaction proposal and has negotiated in good faith with Buyer with
Appears in 1 contract
Sources: Purchase Agreement (Casa Munras Hotel Partners L P)
Exclusivity. Except with respect to (a) From the date of this Agreement and until the transactions contemplated herebyEffective Time or, if earlier, the Companyvalid termination of this Agreement in accordance with Section 10.01, the Stockholders and any of their affiliates Acquiror shall not, 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 foregoing) (each, an "Agent") Subsidiaries not to, and shall use its reasonable best efforts to cause their respective Representatives not to, directly or indirectly:
(ai) initiate, solicit or seek, directly knowingly encourage or indirectly, knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or implementation of any proposal or offer that constitutes any Competing Proposal;
(including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (bii) 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 have request for information that constitutes any substantive discussions withCompeting Proposal;
(iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any person Competing Proposal;
(iv) 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 an Acquisition any Competing Proposal; or
(v) resolve or agree to do any of the foregoing.
(b) Acquiror also agrees that immediately following the execution of this Agreement it shall, (c) otherwise cooperate in and shall cause each of its Subsidiaries to, use its reasonable best efforts to cause their respective Representatives to, cease any effort solicitations, discussions or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding negotiations with any person or entity relating to an Acquisition Proposal, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity Person (other than UniCapitalthe parties hereto and their respective Representatives) conducted heretofore in connection with a Competing Proposal. Acquiror shall promptly (and in any confidential event within one (1) Business Day) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes any Competing Proposal. Notwithstanding the foregoing, Acquiror may respond to any such proposal, offer or data relating submission by indicating only that Acquiror is subject to an Acquisition Proposal, then they shall request the immediate return thereof. The Company terms of this Agreement and the Stockholders shall notify UniCapital immediately if is unable to provide any inquiries, information related to Acquiror or entertain any proposals or offers related to an Acquisition Proposal are received by, any confidential information or data is requested from, or engage in any negotiations or discussions related to an Acquisition concerning a Competing Proposal are sought for as long as th this Agreement remains in effect. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 7.09 by any of Acquiror’s Representatives acting on Acquiror’s behalf, shall be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.10.7.09
Appears in 1 contract
Exclusivity. Except Until the Closing Date, neither the Seller nor any of its Representatives or controlling shareholders shall directly or indirectly in any manner (nor permit any subsidiary to) (a) entertain, solicit or encourage, (b) furnish or cause to be furnished any information to any Persons (other than the Purchaser or its Representatives) in connection with, or (c) negotiate or otherwise pursue, any proposal or discussions for or in connection with respect any 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 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 the 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 proposal for an Alternative Transaction, and (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, 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 and its Affiliates’ legal, accounting and other professional advisory fees, costs, expenses and other out-of-pocket expenses incurred in connection with the purchase and sale of the Purchased Interests and the preparation, execution and delivery of this Agreement and the Confidentiality Agreement and all documents and instruments to be executed pursuant to this Agreement and the transactions contemplated hereby, Confidentiality Agreement and such reimbursement shall be paid by the Company, Seller to the Stockholders and any Purchaser on or before the 20th Business Day following the date that the Purchaser provides the Seller with reasonable evidence of their affiliates shall not, 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 foregoing) (each, an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any portion of the assets or any equity securities such out-of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10-pocket expenses.
Appears in 1 contract
Sources: Purchase Agreement (Tredegar Corp)
Exclusivity. Except with respect to Until the earlier of the Effective Time or the date this Agreement and the transactions contemplated herebyis terminated pursuant to Section 8.1, the Company, the Stockholders and any of their affiliates Sellers shall not, and shall cause each of them shall cause the Transferred Companies and its and 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 foregoing) (each, an "Agent") Representatives not to, directly or indirectly, (ai) initiate, solicit or seekencourage the submission of any inquiries, directly proposals or indirectlyoffers, provide any non-public information or data or access to any Person relating to or in connection with a potential Competing Transaction, or make any other efforts or attempts that constitute, or would reasonably be expected to lead to, any inquiries Competing Transaction, or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations, (ii) approve or recommend, or publicly propose to approve or recommend to the making stockholders of the Company, a Competing Transaction, (iii) enter into any merger agreement, letter of intent or implementation other agreement providing for or relating to a Competing Transaction, (iv) enter into any agreement requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (v) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligation of any Person other than Buyer, or (vi) agree or publicly propose to do any of the foregoing. The Company shall immediately cease and cause to be terminated all discussions or negotiations existing as of the date of this Agreement with any Person and any other activities conducted heretofore with respect to any Competing Transaction and, subject to the other provisions of this Section 6.5, will use its commercially reasonable efforts to enforce any confidentiality, standstill or similar agreement to which any of the Transferred Companies is a party, including by requesting the prompt return or destruction of all confidential information previously furnished and by using its commercially reasonable efforts to obtain injunctions or other equitable remedies to prevent or restrain any breaches of such agreements and to enforce specifically the terms and provisions thereof in a court of competent jurisdiction. In addition, the Company shall immediately terminate access for all Persons to the Data Room (other than with respect to Buyer or its Representatives). For purposes of this Section 6.5, the term “Competing Transaction” shall mean any inquiry, proposal or offer (including, without limitation, from any proposal Person or offer group of Persons other than Buyer or its Affiliates relating to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase the acquisition of all or any portion of the equity 42 or assets or of any equity securities of, the Transferred Company (including any such proposal acquisition structured as a merger, consolidation, share exchange, sale, lease, license or offer being hereinafter referred to as an "Acquisition Proposal"otherwise), or (b) engage in any negotiations concerning, or 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 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 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 they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10.
Appears in 1 contract
Sources: Stock Purchase Agreement
Exclusivity. Except with respect to this Agreement and (a) During the transactions contemplated herebyPre-Closing Period, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its respective employeescontrolled Affiliates, agents subsidiaries and representatives (includingits and their representatives, without limitationofficers, any investment bankingagents, legal or accounting firm retained by it or them Affiliates, equityholders and any individual member or employee of other person acting on its behalf (the foregoing) (each“Related Parties”), an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit or take any action to facilitate or encourage any inquiries or the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer to its shareholders from any Person or any group of them) Persons other than Artius and the Sponsor and with respect to the PIPE Investment, the PIPE Investors (and their respective representatives, acting in their capacity as such) (a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving“Competing Buyer”) that may constitute, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred would reasonably be expected to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data lead to, a Competing Transaction; (ii) enter into, participate in, continue or have any substantive discussions withotherwise engage in, any person discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through the Data Room) any information relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or 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 or any Stockholder, Acquired Companies or any of their respective Agentsassets or businesses, have provided or afford access to the assets, business, properties, books or records of the Acquired Companies to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that would otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend any person Competing Transaction; or entity (other than UniCapitalv) with enter into a Competing Transaction or any confidential information agreement, arrangement or data understanding (including any letter of intent or term sheet) relating to a Competing Transaction or publicly announce an Acquisition Proposal, then they shall request the immediate return thereofintention to do so. The Company shall, and shall cause its Related Parties, and its and their representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the Stockholders date hereof with respect to, or which is reasonably likely to give rise to or result in, a Competing Transaction.
(b) During the Pre-Closing Period, subject to the right to withdraw or modify the Artius Board Recommendation in accordance with Section 6.10(b), Artius shall notify UniCapital immediately if not, and shall cause its Related Parties not to, directly or indirectly, (i) solicit, initiate or take any inquiriesaction to facilitate or encourage any inquiries or the making, proposals submission or offers related announcement of, any proposal or offer from any Person or group of Persons other than the Company (and its representatives, acting in their capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to lead to, a Artius Competing Transaction, (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Alternative Target regarding a Artius Competing Transaction; (iii) furnish (including through the Data Room) any non-public information relating to Artius or any of its assets or businesses, or afford access to the assets, business, properties, books or records of Artius to an Acquisition Proposal are received byAlternative Target, any confidential information in all cases for the purpose of assisting with or data is requested fromfacilitating, or that could otherwise reasonably be expected to lead to, a Artius Competing Transaction; (iv) approve, endorse or recommend any negotiations Artius Competing Transaction; or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it (v) enter into a Artius Competing Transaction or any individual agreement, arrangement or entity referred understanding (including any letter of intent or term sheet) relating to in a Artius Competing Transaction or publicly announce an intention to do so. Artius shall, and shall cause its Related Parties to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the first sentence of this Section 8.10date hereof with respect to, or which is reasonably likely to give rise to or result in, a Artius Competing Transaction.
Appears in 1 contract
Exclusivity. Except with respect to From the date hereof until the earlier of the Closing or the valid termination of this Agreement and the transactions contemplated herebyAgreement, the Company, the Stockholders Seller hereby covenants and any of their affiliates shall agrees that it will not, and each of them shall will cause and instruct its respective employees, agents and representatives Affiliates (including, without limitation, any investment banking, legal or accounting firm retained by it or them and any individual member or employee of including the foregoing) (each, an "Agent"Acquired Companies) not to, (a) initiate, solicit or seekand will use reasonable best efforts to cause and instruct its and their respective Representatives not to, directly or indirectly: (a) solicit or knowingly encourage, or take any inquiries or other action to knowingly facilitate, the making or implementation of any proposal or offer (including, without limitationrelating to, any proposal Competing Transaction, (b) enter into discussions or offer to its shareholders or negotiate with any of them) Person with respect to any Competing Transaction or (c) knowingly endorse or agree to endorse, or enter into any definitive agreement with any Person with respect to, any Competing Transaction. Promptly following the receipt of any written inquiry, proposal or other communication (or any bona fide oral inquiry, proposal or other communication) relating to a Competing Transaction (and in any event within two (2) Business Days thereafter), the Seller agrees to notify the Purchaser of such receipt and provide a description, in reasonable detail, of all material terms of such inquiry or proposals or, in the case of any written inquiry or proposal, a copy thereof. For purposes of this Agreement, a “Competing Transaction” means any of the following: (i) any merger, acquisition, consolidation, recapitalizationshare exchange, liquidationbusiness combination, dissolution joint venture, partnership, or similar transaction involving(or series of transactions) involving any of the Acquired Companies; (ii) any sale, lease, license, exchange, mortgage, pledge, transfer or any purchase other disposition of all or any a material portion of the assets or of any of the Acquired Companies; (iii) any transaction contemplating either the issuance by the Acquired Companies of any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")interests, or the acquisition (bdirectly or indirectly) engage in by any negotiations concerning, or provide Person of any confidential information or data to, or have of the any substantive discussions with, any person relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or attempt to make, implement or accept an Acquisition Proposal, Acquired Company’s equity interests; or (div) enter into or consummate any agreement or understanding with any person or entity relating to an Acquisition Proposalsimilar transaction, except for the Merger contemplated hereby. If the Company or any Stockholder, or any of their respective Agents, have provided any person or entity (in each case other than UniCapital) with any confidential information the transactions contemplated by this Agreement or data relating to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 initiated or continued with, it or any individual or entity referred to in the first sentence of this Section 8.10Ancillary Agreements.
Appears in 1 contract
Sources: Unit Purchase Agreement (American Axle & Manufacturing Holdings Inc)
Exclusivity. Except with respect to this Agreement (a) The Company and the transactions contemplated herebyRestricted Persons agree that, during the Exclusivity Period (as defined below), the Company, the Stockholders and any of their affiliates shall Company will not, and will cause each of them shall cause its respective directors, officers, employees, agents and representatives (includingrepresentatives, without limitationagents, any investment bankingSubsidiaries, legal Affiliates, or accounting firm retained by it or them and any individual member or employee of the foregoing) (each, an "Agent") Stockholders not to, (a) initiate, solicit or seek, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making or implementation of any proposal proposals or offer offers from any person or entity concerning (including, without limitation, x) any proposal transfer or offer to its shareholders sale of assets of the Company or any Subsidiary (not in the Ordinary Course of themBusiness), (y) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution the issuance of any capital stock or similar transaction involving, other equity or debt interests of the Company or any purchase Subsidiary, other than capital stock issued upon exercise or conversion of all presently outstanding exercisable or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")convertible securities, or (bz) engage in any negotiations concerningacquisition, business combination, amalgamation, change of control or other similar transaction involving the Company or any Subsidiary, (ii) have any discussion with or 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 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 Proposalany such inquiry, except for proposal or offer, (iii) approve or recommend, or propose to approve or recommend, whether publicly or to any director or Stockholder, any such proposal or offer, or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other similar agreement related to any such proposal or offer, or propose, whether publicly or to any director or Stockholder, or agree to do any of the Merger contemplated herebyforegoing related to any such proposal or offer. If The Company will instruct its representatives to, immediately cease and terminate any existing discussion, or negotiation with any third parties conducted heretofore by the Company or any Stockholder, or of its representatives with respect to any of their respective Agentsthe foregoing. The Company will promptly advise Buyer of, have provided any and communicate to Buyer in writing the terms and conditions of (and the identity of the 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 and the Stockholders shall notify UniCapital immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received bymaking), any confidential information such inquiry, proposal or data is requested fromoffer received subject to, and only to the extent of, applicable contractual obligations of the Company under non-disclosure or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, it or any individual or entity referred to in similar agreements existing as of the first sentence date of this Section 8.10Agreement.
Appears in 1 contract
Sources: Merger Agreement (Allscripts Healthcare Solutions, Inc.)
Exclusivity. Except with respect to this Agreement and the transactions contemplated hereby, the Company, the Stockholders and any of their affiliates (a) The Consortium Shareholders shall not, and each of them shall cause their respective Affiliates and its and 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 foregoing) (each, an "Agent") Representatives not to, (a) initiate, solicit or seek, directly or indirectly:
(i) enter into, solicit, initiate or continue any inquiries discussions or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involvingnegotiations with, or encourage or respond to any purchase inquiries, indications of all interest, offers or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal")proposals by, or (b) engage participate in any negotiations concerningwith, or provide any confidential information or data to, or have otherwise cooperate in any substantive discussions way with, any person relating or other entity or “group” within the meaning of Section 13(d) of the United States Securities Exchange Act of 1934, as amended, concerning an Alternative Transaction;
(ii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to an Acquisition Proposalany person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction; or
(iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction, provided that the execution, delivery and performance of this agreement and the Business Combination Agreement and the consummation of the transactions contemplated hereby and thereby shall not be deemed a violation of this clause.
(b) Each Consortium Shareholder shall, and shall cause its Affiliates and their respective Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to entering into this agreement with respect to any Alternative Transaction.
(c) otherwise cooperate in If a Consortium Shareholder or its Representative receives any effort inquiry or attempt to make, implement or accept an Acquisition Proposal, or (d) enter into or consummate any agreement or understanding proposal with any person or entity relating respect to an Acquisition ProposalAlternative Transaction at any time prior to the completion of the transactions contemplated under the Business Combination Agreement, except for then such Consortium Shareholder shall promptly (and in no event later than twenty-four (24) hours after such Consortium Shareholder becomes aware of such inquiry or proposal) notify such person in writing that such Consortium Shareholder is subject to an exclusivity agreement with respect to the Merger transactions contemplated herebyunder this agreement that prohibits such Consortium Shareholder from considering such inquiry or proposal. If Without limiting the Company or foregoing, the Consortium Shareholders agree that any Stockholder, violation of the restrictions set forth in this clause by a Consortium Shareholder or any of its Affiliates or 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 Representatives shall request the immediate return thereof. The Company 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 be deemed to be initiated or continued with, it or any individual or entity referred to in the first sentence a breach of this Section 8.10clause by such Consortium Shareholder.
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Sources: Commitment Agreement (Decarbonization Plus Acquisition Corp II)
Exclusivity. Except with respect to this Agreement and (a) During the transactions contemplated herebyPre-Closing Period, the Company, the Stockholders and any of their affiliates Company shall not, and each of them shall cause its respective employeescontrolled Affiliates, agents Subsidiaries and representatives (includingits and their representatives, without limitationofficers, any investment bankingagents, legal or accounting firm retained by it or them Affiliates, equityholders and any individual member or employee of other person acting on its behalf (the foregoing) (each“Related Parties”), an "Agent") not to, (a) initiate, solicit or seek, directly or indirectly, (i) solicit or take any action to facilitate or encourage any inquiries or the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer to its shareholders from any Person or any group of them) Persons other than Nocturne and the Sponsor, (with respect to the PIPE Investment) the PIPE Investors and (with respect to the Note Investment) the Note Investors (and their respective representatives, acting in their capacity as such) (a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving“Competing Buyer”) that may constitute, or any purchase of all or any portion of the assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred would reasonably be expected to as an "Acquisition Proposal"), or (b) engage in any negotiations concerning, or provide any confidential information or data lead to, a Competing Transaction; (ii) enter into, participate in, continue or have any substantive discussions withotherwise engage in, any person discussions or negotiations with any Competing Buyer regarding a Competing Transaction; (iii) furnish (including through the Data Room) any information relating to an Acquisition Proposal, (c) otherwise cooperate in any effort or 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 or any Stockholderof its assets or businesses, or afford access to the assets, business, properties, books or records of the Company to a Competing Buyer, in all cases for the purpose of assisting with or facilitating, or that would otherwise reasonably be expected to lead to, a Competing Transaction; (iv) approve, endorse or recommend any Competing Transaction; or (v) enter into a Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Competing Transaction or publicly announce an intention to do so. The Company shall, and shall cause its Related Parties, and its and their representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Competing Transaction.
(b) During the Pre-Closing Period, subject to the right to withdraw or modify the Nocturne Board Recommendation in accordance with Section 6.10(b), Nocturne shall not, and shall cause its Related Parties not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, any proposal or offer from any Person or group of Persons other than the Company (and its representatives, acting in their capacity as such) (an “Alternative Target”) that may constitute or could reasonably be expected to lead to, a Nocturne Competing Transaction, (ii) enter into, participate in, continue or otherwise engage in, any discussions or negotiations with any Alternative Target regarding a Nocturne Competing Transaction; (iii) furnish (including through the Data Room) any non-public information relating to Nocturne or any of their respective Agentsits assets or businesses, have provided or afford access to the assets, business, properties, books or records of Nocturne to an Alternative Target, in all cases for the purpose of assisting with or facilitating, or that could otherwise reasonably be expected to lead to, a Nocturne Competing Transaction; (iv) approve, endorse or recommend any person Nocturne Competing Transaction; or entity (other than UniCapitalv) enter into a Nocturne Competing Transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a Nocturne Competing Transaction or publicly announce an intention to do so. Nocturne shall, and shall cause its Related Parties to, immediately cease any and all existing discussions or negotiations with any confidential information or data relating Person conducted prior to an Acquisition Proposal, then they shall request the immediate return thereof. The Company 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 fromdate hereof with respect to, or any negotiations which is reasonably likely to give rise to or discussions related to an Acquisition Proposal are sought to be initiated or continued withresult in, it or any individual or entity referred to in the first sentence of this Section 8.10a Nocturne Competing Transaction.
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