Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until 12:01 a.m. on March 8, 2020 (the “No-Shop Period Start Date”), the Company, its Subsidiaries and their respective Representatives will have the right, acting pursuant to the direction of the Company Board (or a committee thereof), to, directly or indirectly, (i) initiate, solicit, propose, induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representatives, or knowingly encourage, facilitate or assist, any proposal, inquiry or offer that would constitute, or would reasonably be expected to lead to, an Acquisition Proposal, including by furnishing to any Person or its Representatives any non-public information relating to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case pursuant to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The Company will promptly (and in any event within 24 hours) make available to Parent or its Representatives any non-public information concerning the Company and its Subsidiaries that is provided to any Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc)
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. on March 811:59 p.m., 2020 Eastern time, February 7, 2023 (the “No-Shop Period Start Date”), the CompanyCompany and its Affiliates, its Subsidiaries directors, officers, employees, consultants, agents, representatives and their respective Representatives will advisors (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, solely with respect to any Person that is not an Excluded Party: (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person or (and its Representatives and Financing Sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Person or its (and such Representatives and Financing Sources) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate withprovided, assist or take any action to facilitate any Acquisition Proposal or any other proposals however, that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives; and (iii) participate or engage in discussions or negotiations with any such Person (and such Representatives and Financing Sources) with respect to an Acquisition Proposal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vista Equity Partners Fund Viii, L.P.), Agreement and Plan of Merger (Duck Creek Technologies, Inc.)
Go-Shop Period. Notwithstanding anything to the contrary set forth contained in this Agreement, during the period commencing with beginning on the execution and delivery date of this Agreement and continuing until 12:01 a.m. 11:59 p.m. (Eastern time) on March 8June 24, 2020 2016 (the “NoGo-Shop Period Start DatePeriod”), the Company, Company and its Subsidiaries and their respective Representatives will directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) initiate, solicit, propose, induce solicit and encourage any inquiry or encourage the making, submission or announcement making of one or more Acquisition Proposals from any Person or its Representatives, or knowingly encourage, facilitate or assist, any proposal, inquiry proposal or offer that would constitute, or would reasonably be expected to lead to, constitutes an Acquisition Proposal, including by furnishing to any Person or its Representatives any way of providing non-public information to any Person pursuant to confidentiality agreements on customary terms not materially more favorable to such Person than those contained in the Confidentiality Agreement and that does not restrict or prohibit the Company from complying with this Agreement (an “Acceptable Confidentiality Agreement”); provided, that (A) a copy of the Acceptable Confidentiality Agreement is provided to Parent promptly (and in any event within twenty-four (24) hours) after execution thereof, (B) the Company shall promptly (and in any event within twenty-four (24) hours thereafter) provide to Parent any material non-public information concerning the Company or its Subsidiaries that the Company provides to any Person, but only if and to the extent such information was not previously made available to Parent and (C) the Company and its Representatives shall withhold such portions of the information and data to the extent relating to any pricing or other matters that are highly sensitive or competitive in nature from any Person who is a direct competitor, supplier or customer of the Company or any of its Subsidiaries or by affording to any Person or its Representatives access known to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or its financial advisor to be an Affiliate of any of its Subsidiariesthe foregoing (it being understood that, unless otherwise known, the Company shall not be required to conduct any diligence other than requesting a written confirmation from such Person that they do not have such an Affiliate) (collectively, “Restricted Bidders”), except to a Restricted Bidder who has (x) submitted a bona fide written Acquisition Proposal that is not withdrawn and that did not result from a breach of Section 6.2 and that constitutes a Superior Proposal and (y) certified to the Company in writing that it has substantially completed legal, financial and accounting due diligence (other than with respect to such withheld information and data) (a “Qualified Bidder”), in each case which case, such disclosure shall be subject to an Acceptable Confidentiality Agreement and pursuant to one customary “clean-room” or more Acceptable Confidentiality Agreements; other appropriate procedures, and (ii) continueengage in, enter into, continue or otherwise participate in or engage in any discussions or negotiations with any Person Persons or its Representatives groups of Persons with respect to one or more any Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, with or assist or take any action to participate in, or facilitate any Acquisition Proposal such inquiries, proposals, discussions or negotiations or any other proposals that could lead effort or attempt to make any Acquisition Proposal. The Company will promptly (and in any event within 24 hours) make available to Parent or its Representatives any non-public information concerning the Company and its Subsidiaries that is provided to any Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available to ParentProposals.
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery of this “Go-Shop Period”) beginning on the Agreement Date and continuing until 12:01 a.m. (x) 11:59 p.m., Eastern Time on March 8May 5, 2020 2022 (the “No-Shop Period Start Date”) with respect to any Person or “group” who is not an Exempted Person or (y) in respect of any Exempted Person, ten (10) days after the No-Shop Period Start Date (the “Cut-Off Time”), the Company, Company and its Subsidiaries Affiliates and their respective Representatives will directors, officers, employees, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, induce encourage or encourage facilitate the making, submission or announcement of one any proposal or more Acquisition Proposals from any Person inquiry that constitutes or its Representatives, or knowingly encourage, facilitate or assist, any proposal, inquiry or offer that would constitute, or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person or (and its Representatives and prospective debt and equity financing sources and/or their respective Representatives), any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Third Person or (and its Representatives and prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records books or other non-public information, or to the personnelrecords, of the Company Group, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal (or any of its Subsidiaries, in each case pursuant proposal or Inquiry that is reasonably expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal); and provided, however, that (iiiA) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent or and its Representatives any non-public information concerning or relating to the Company and its Subsidiaries Group that is provided to any such Third Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available to Parent.Parent prior to or substantially concurrently with the time it is provided to such Third Person and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or has an Affiliate that is a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” procedures and subject to a customary “clean team” agreement; (iii) engage in discussions or negotiations with any Third Person (and its Representatives and prospective debt and equity financing source and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that is reasonably expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in or facilitate any such proposals, inquiries, offers, discussions or negotiations, including that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any Company Group Member to allow such Third Person to submit an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof). 66
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tufin Software Technologies Ltd.)
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery of this Agreement “Go-Shop Period”) beginning on the date hereof and continuing until 12:01 a.m. 11:59 p.m. Eastern Time (x) on March April 8, 2020 2023 (the “No-Shop Period Start Date”)) for any Person or “group” who is not an Excluded Party, or (y) in respect of any Excluded Party, the CompanyCut-Off Time, the Company and its Subsidiaries and their respective Representatives will have the right(in each case, acting pursuant to under the direction of the Company Board (or a committee thereof), to, Special Committee) shall have the right to directly or indirectly, : (i) solicit, initiate, solicit, propose, induce induce, encourage or encourage facilitate the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposaldiscussion, proposal or inquiry that constitutes, could constitute or offer that would constitute, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person (and its Representatives, prospective debt and equity financing sources or its Representatives their respective Representatives), any non-public information relating to the Company or any of and its Subsidiaries or by affording afford to any such Third Person (and its Representatives, prospective debt and equity financing sources or its Representatives their respective Representatives) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company or any of and its Subsidiaries, in each any such case pursuant with the intent to one induce the making, submission or more Acceptable Confidentiality Agreements; announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals proposal or inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and (iii) otherwise cooperate withprovided, assist or take any action to facilitate any Acquisition Proposal or any other proposals however, that could lead to any Acquisition Proposal. The the Company will promptly (and in substantially concurrently provide to Parent, or provide Parent access to, any event within 24 hours) make available to Parent or its Representatives any such non-public information concerning the Company and its Subsidiaries that is provided to any such Third Person or its Representatives pursuant but only to this Section 5.3(a) the extent that such non-public information concerning the Company and its Subsidiaries was not previously made available provided to ParentParent or its Representatives; (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in or facilitate any such proposals, inquiries, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposal, including that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to the Company or any of its Subsidiaries to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Special Committee.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Focus Financial Partners Inc.)
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery of this Agreement “Go-Shop Period”) beginning on the December 4, 2019 and continuing until 12:01 a.m. 11:59 p.m., Pacific time on March January 8, 2020 2019 (the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries Affiliates and their respective Representatives will have the rightdirectors, acting pursuant to the direction officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of the Company Board them (or a committee thereof)collectively, “Representatives”) were entitled to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposalproposal or inquiry that constitutes, inquiry could constitute or offer that would constitute, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives), any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and , provided, however, that (iiiA) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information in connection with the actions permitted by this Section 5.3(a), except in accordance with “clean room” or other similar procedures designed to limit any adverse effect of the sharing of such information on the Company Group; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal, provided, that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Person to submit an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery of this “Go-Shop Period”) beginning on the Agreement Date and continuing until 12:01 a.m. 11:59 p.m., Pacific time on March January 8, 2020 (the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries Affiliates and their respective Representatives will directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposalproposal or inquiry that constitutes, inquiry could constitute or offer that would constitute, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives), any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and , provided, however, that (iiiA) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information in connection with the actions permitted by this Section 5.3(a), except in accordance with “clean room” or other similar procedures designed to limit any adverse effect of the sharing of such information on the Company Group; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal, provided, that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Person to submit an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this AgreementSection 5.3(b), during the period commencing with beginning on the execution and delivery date of this Agreement and continuing until 12:01 a.m. 11:59 p.m., Eastern time, on March 8, 2020 the day that is 30 days after the date of the Agreement (the “NoGo-Shop Period Start End Date”), the Company, Company and its Subsidiaries and their respective Representatives will have the rightAffiliates, acting pursuant to the direction of the Company Board directors, officers, employees, consultants, agents, representatives and advisors (or a committee thereof)collectively, to, directly or indirectly, “Representatives”) may (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, including by furnishing ; (ii) furnish public information to any Person and/or furnish to any Person that has entered into an Acceptable Confidentiality Agreement or its Representatives any non-public information relating to the Company or any of its Subsidiaries or by affording afford to any such Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company or any of its Subsidiaries, in each any such case pursuant with the intent to one induce the making, submission or more Acceptable Confidentiality Agreementsannouncement of, or to encourage, facilitate or assist, any proposal or inquiry that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that could reasonably be expected to lead to an Acquisition Proposal; provided that the Company shall provide access to Parent and Merger Sub of any non-public information that the Company has provided, or that is otherwise provided by or on behalf of the Company or any of its Representatives, to any Person given such access that was not previously made available (iiwhether prior to or after the execution of this Agreement) continueto Parent or Merger Sub substantially concurrently with the time it is provided to such Person and, enter intounless otherwise agreed by Parent, in the same manner so provided to such Person; or (iii) participate in or engage in any discussions or negotiations with any Person that has entered into an Acceptable Confidentiality Agreement or its Representatives with respect to one or more an Acquisition Proposals Proposal or any other proposals proposal that could reasonably be expected to lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action in each case subject to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposalthe notice requirements of Section 5.3(f). The Company will promptly (and in any event within 24 hours) make available following the Go-Shop Period End Date provide Parent a list of Excluded Parties, including the identity of each Excluded Party and a copy of the Acquisition Proposal and any related documents (provided that any fee letters that are customarily redacted with respect thereto may be redacted) submitted by such Person and the basis on which the Company Board made the determination that such Excluded Party is an Excluded Party. At any time after the Go-Shop Period End Date and until the date which is five days after the Go-Shop Period End Date (the “Cut-Off Date”), the Company may continue to Parent or engage in the activities described in this Section 5.3(a) with respect to, and the restrictions in Section 5.3(b) shall not apply to, any Excluded Party and its Representatives any non-public information concerning the Company and its Subsidiaries that (but only for so long as such Person or group is provided an Excluded Party), including with respect to any Person amended or its Representatives pursuant to this Section 5.3(a) that was not previously made available to Parentmodified Acquisition Proposal submitted by any Excluded Party following the Go-Shop Period End Date.
Appears in 1 contract
Go-Shop Period. (a) Notwithstanding anything any other provision of this Agreement to the contrary set forth in this Agreementcontrary, during the period commencing with (the execution and delivery of this Agreement “Go-Shop Period”) beginning on February 11, 2008 and continuing until 12:01 a.m. 11:59 p.m. (EST) on March 8, 2020 (the “No-Shop Period Start Date”)day prior to the Closing, the Company, its Company and the Company Subsidiaries and their respective Representatives will officers, directors, employees, consultants, agents, advisors, affiliates and other representatives (“Representatives”) shall have the right, acting pursuant right to the direction of the Company Board (or a committee thereof), to, directly or indirectly, : (i) initiate, solicit, propose, induce or solicit and encourage the making, submission or announcement of one or more Acquisition Company Transaction Proposals from any Person or its Representatives, or knowingly encourage, facilitate or assist, any proposal, inquiry or offer that would constitute, or would reasonably be expected to lead to, an Acquisition Proposal(as hereinafter defined), including by furnishing way of providing access to any Person or its Representatives any non-public information relating to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case pursuant to one or more Acceptable Confidentiality Agreements; (ii) continuecustomary confidentiality agreements and eliminating any existing standstill clause of which the Company is a beneficiary, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals burden or restriction that could lead would prohibit or inhibit any person actually or potentially interested in making an offer to an Acquisition Proposalthe Company from pursuing such offer; and (iii) otherwise cooperate with, assist or take provided that the Company shall promptly provide to each of the Investors any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The Company will promptly (and in any event within 24 hours) make available to Parent or its Representatives any material non-public information concerning the Company and its Subsidiaries or any Company Subsidiary that is provided to any Person or its Representatives pursuant to this Section 5.3(a) person given such access that was not previously made available provided to Parent.the Investors; and (ii) enter into and maintain discussions or negotiations with respect to Company Transaction Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations. (b) Notwithstanding any other provisions of this Agreement to the contrary, if, at any time prior to the Closing, the Company receives a Company Transaction Proposal which the Board of Directors of the Company concludes in good faith constitutes a Superior Proposal, the Board of Directors of the Company may terminate this Agreement prior to the Closing to contemporaneously enter into a definitive agreement implementing such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing, and any purported termination pursuant to the foregoing shall be void and of no force or effect, unless prior to or concurrently with such termination the Company transmits the Termination Fee payable pursuant to Section 5.2; and provided, further, that the Board of Directors may not terminate this Agreement pursuant to the foregoing unless: (i) the Company shall have provided prior written notice to the Investors, at least forty-eight (48) hours in advance (the “Notice Period”), of its intention to terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall (A) specify the material terms and conditions of any such Superior 40
Appears in 1 contract
Samples: Purchase Agreement
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until 12:01 a.m. Eastern Time on March 8, 2020 (the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries and their respective Representatives will have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, (i) initiate, solicit, propose, induce or encourage the making, submission or announcement of one or more Acquisition Takeover Proposals from any Person or its Representatives, or knowingly encourage, facilitate or assist, any proposal, inquiry or offer that would constitute, or would reasonably be expected to lead to, an Acquisition a Takeover Proposal, including by furnishing to any Person or its Representatives any non-public information relating to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its SubsidiariesCompany, in each case pursuant to one or more Acceptable Confidentiality Agreements; Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Takeover Proposals or any other proposals that could lead to an Acquisition Proposal; and a Takeover Proposal; (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Takeover Proposal or any other proposals that could lead to any Acquisition Takeover Proposal. The ; provided that the Company will shall promptly (and in any event within 24 hours) make available to Parent or its Representatives any non-public information concerning the Company and or its Subsidiaries that is provided to any Person or its Representatives pursuant to this Section 5.3(a) given such access that was not previously made available to the Parent, and (iv) engage in, enter into or otherwise participate in any discussions or negotiations with any Persons or group of Persons with respect to any Takeover Proposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Takeover Proposals. No later than one (1) Business Day after the No-Shop Period Start Date, the Company shall (x) notify Parent in writing of the receipt of any Takeover Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date, or any inquiry or request with respect to, or that would reasonably be expected to lead to, a Takeover Proposal (including the identity of the Person or group making such Takeover Proposal, the price per share, structure, closing conditions, and regulatory and financing provisions) and (y) deliver to Parent copies of all written proposals, letters of interest, term sheets, commitment letters, proposed definitive documents or similar documents relating to any Takeover Proposal received by the Company or its Representatives from any such Person or group or its or their Representatives. The Company shall keep Parent informed in all material respects of any material developments with respect to any such Takeover Proposal (and any subsequent amendments or modifications thereto) and deliver to Parent copies of revised or newly received documents received by the Company or its Representatives from any such Person or group or its or their Representatives, in each case, as soon as is reasonably practicable and in any event within 24 hours of receipt, provision or occurrence thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Houston Wire & Cable CO)
Go-Shop Period. Notwithstanding anything any other provision of this Agreement to the contrary set forth in this Agreementcontrary, during the period commencing with the execution and delivery of this Agreement and continuing until 12:01 a.m. on March 8, 2020 (the “NoGo-Shop Period Start Date”)Period, the Company, Company and its Subsidiaries and their respective Representatives will shall have the right, acting pursuant right to the direction of the Company Board (or a committee thereof), to, directly or indirectly, : (i) initiate, solicit, propose, induce solicit or encourage initiate any inquiries or the making, submission or announcement making of one or more Acquisition Proposals from any Person or its Representatives, or knowingly encourage, facilitate or assist, any proposal, inquiry proposal or offer that would constituteconstitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, including by way of furnishing to any Person or its Representatives any non-public information relating to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case pursuant to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The Company will promptly (and in any event within 24 hours) make available to Parent or its Representatives any non-public information concerning the Company or its Subsidiaries, and (ii) continue and otherwise participate in any discussions or negotiations regarding, and furnish to any Person any non-public information concerning the Company or its Subsidiaries for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; provided that in either case, the Company shall promptly provide or make available (and in any event within one (1) Business Day) to the Parent any information concerning the Company or its Subsidiaries that is provided to any Person that was not previously provided or made available to the Parent or its Representatives and any non-public information concerning the Company or its Subsidiaries that is provided to any Person shall be subject to an Acceptable Confidentiality Agreement. If prior to the expiration of the Go-Shop Period, the Company has received an Acquisition Proposal that the Company Board determines in good faith constitutes, or would be reasonably expected to lead to, a Superior Proposal from an Extended Go-Shop Party (provided, that if financing is required as a condition to such third party’s obligations under such Acquisition Proposal such third party shall have (A) entered into binding commitments for equity financing in an amount at least equal to the lesser of (1) the total amount of such required financing and (2) the aggregate amount covered under the Equity Commitment Letter and (B) received draft debt commitments (which, for the avoidance of doubt, need not have been executed) with respect to any amount of such financing that is not covered by such binding equity commitments) (a “Qualified Extended Go-Shop Proposal”), the Company and its Subsidiaries and Representatives shall have the right to continue or otherwise furnish non-public information concerning the Company or its Subsidiaries and participate in any discussions or negotiations solely regarding such Qualified Extended Go-Shop Proposal from such Extended Go-Shop Party until the expiration of the Extended Go-Shop Period. The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person pursuant to this Section 5.3(a6.1 which prohibits the Company or its Representatives from providing such information to the Parent that is required to be disclosed pursuant to this Section 6.1. As promptly as reasonably practicable, and in any event within one (1) that was not previously made available Business Day following the expiration of the Go-Shop Period, the Company shall deliver to Parentthe Parent a written notice setting forth the identity of each Extended Go-Shop Party and each other Person that, to the Knowledge of the Company, has (or is expected to have) a material equity interest in the Qualified Extended Go-Shop Proposal proposed by such Extended Go-Shop Party and the material terms and provisions of any such Qualified Extended Go-Shop Proposal.
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. 12:00 p.m., Pacific time on March 8December 9, 2020 2018 (the “No-Shop Period Start Date”), the CompanyCompany and its Affiliates, its Subsidiaries directors, officers, employees, consultants, agents, representatives and their respective Representatives will advisors (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person or (and its Representatives and Financing Sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Person or its (and such Representatives and Financing Sources) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals provided, however, that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives; and (iii) participate or engage in discussions or negotiations with any such Person (and such Representatives and Financing Sources) with respect to an Acquisition Proposal.
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery of this Agreement “Go-Shop Period”) beginning on the date hereof and continuing until 12:01 a.m. 11:59 p.m., Central time on March 8February 3, 2020 2021 (the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries Affiliates and their respective Representatives will directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposalproposal or inquiry that constitutes, inquiry could constitute or offer that would constitute, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives), any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal (or any of its Subsidiaries, in each case pursuant to one proposal or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and provided, however, that (iiiA) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 forty-eight (48) hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Third Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.4(a), except in accordance with customary “clean room” or other similar procedures; (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in or facilitate any such proposals, inquiries, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposal, including that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this AgreementSection 5.3(b), during the period commencing with beginning on the execution and delivery date of this Agreement and continuing until 12:01 a.m. 11:59 p.m., Eastern time, on March 8December 6, 2020 2016 (the “NoGo-Shop Period Start End Date”), the Company, Company and its Subsidiaries and their respective Representatives will have the rightAffiliates, acting pursuant to the direction of the Company Board directors, officers, employees, consultants, agents, representatives and advisors (or a committee thereof)collectively, to, directly or indirectly, “Representatives”) may (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would is reasonably be expected to lead to, an Acquisition Proposal, including by furnishing ; (ii) furnish to any Person or its Representatives that has entered into an Acceptable Confidentiality Agreement any non-public information relating to the Company or any of its Subsidiaries or by affording afford to any such Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company or any of its Subsidiaries, in each any such case pursuant with the intent to one induce the making, submission or more Acceptable Confidentiality Agreementsannouncement of, or to encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; or (iiiii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives that has entered into an Acceptable Confidentiality Agreement with respect to one or more an Acquisition Proposals Proposal or any other proposals proposal that could would reasonably be expected to lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action in each case subject to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposalthe notice requirements of Section 5.3(f). The Company will promptly (and in any event within 24 hours) make available to following the Go-Shop Period End Date provide Parent or its Representatives a list of Excluded Parties, including the identity of each Excluded Party and a copy of the Acquisition Proposal and any non-public information concerning related documents submitted by such Person on the basis of which the Company Board made the determination that such Person shall be an Excluded Party. For the avoidance of doubt, at any time after the Go-Shop Period End Date and its Subsidiaries that until the date which is provided ten days after the Go-Shop Period End Date (the “Cut-off Date”), the Company may continue to any Person or its Representatives pursuant to engage in the activities described in this Section 5.3(a) that was with respect to, and the restrictions in Section 5.3(b) shall not previously made available apply to, any Excluded Party (but only for so long as such Person or group is an Excluded Party), including with respect to Parentany amended or modified Acquisition Proposal submitted by any Excluded Party following the Go-Shop Period End Date.
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with the execution and delivery of this Agreement and continuing until 12:01 a.m. on March 8September 4, 2020 2021 (the “No-Shop Period Start Date”), the Company, its Subsidiaries and their respective Representatives will have the right, acting pursuant to the direction of the Company Board (or a committee thereof), to, directly or indirectly, (i) initiate, solicit, propose, induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representatives, or knowingly and encourage, facilitate or assist, any proposal, inquiry or offer that would constitute, or would reasonably be expected to lead to, an Acquisition Proposal, including by (A) furnishing to any Person or its Representatives any non-public information relating to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case pursuant to one or more Acceptable Confidentiality Agreements; and (B) granting a waiver, amendment or release under any “standstill” or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof); (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person Persons or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal Proposals or any other proposals that could lead to any Acquisition ProposalProposals. The Company will promptly (and in any event within 24 forty eight (48) hours) make available to Parent or and its Representatives any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available to Parent. The Company shall give notice to Parent of entering into an Acceptable Confidentiality Agreement (other than an Existing Confidentiality Agreement) within 48 hours after the execution thereof. For the avoidance of doubt, any confidentiality agreement in effect with any Person or Group as of the date of this Agreement (an “Existing Confidentiality Agreement”) will be deemed to be an Acceptable Confidential Agreement without any need for the Company to offer to modify the Confidentiality Agreement as provided in the definition of Acceptable Confidentiality Agreement.
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. 12:00 p.m., Eastern time on March 8August 25, 2020 2019 (the “No-Shop Period Start Date”), the CompanyCompany and its Affiliates, its Subsidiaries directors, officers, employees, investment bankers, attorneys, accountants and their respective Representatives will other advisors or representatives (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person or (and its Representatives and prospective equity and debt financing sources) any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any Person or (and its Representatives and prospective equity and debt financing sources) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals provided, however, that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to Parent, its Representatives or its prospective equity and debt financing sources; and (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Monotype Imaging Holdings Inc.)
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. 12:00 p.m., Pacific time on March 8January 22, 2020 2019 (the “No-Shop Period Start Date”), the CompanyCompany and its Affiliates, its Subsidiaries directors, officers, employees, consultants, agents, representatives and their respective Representatives will advisors (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person or (and its Representatives and Financing Sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Person or its (and such Representatives and Financing Sources) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals provided, however, that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to Parent.Parent or its Representatives; and (iii) participate or engage in discussions or negotiations with any such Person (and such Representatives and Financing Sources) with respect to an Acquisition Proposal. Table of Contents
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth contained in this Agreement, during the period commencing with beginning on the execution and delivery date of this Agreement and continuing until 12:01 a.m. 11:59 p.m. (Eastern time) on March 8January 22, 2020 2011 (the “NoGo-Shop Period Start DatePeriod”), the Company, Company and its Subsidiaries and their respective Representatives will directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall have the right, right to (acting pursuant to under the direction of the Company Board (or a committee thereof), to, directly or indirectly, Board): (i) initiate, solicit, propose, induce or solicit and encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representatives, or knowingly encourage, facilitate or assist, any proposal, inquiry or offer the making of any proposals or offers that would constitute, or would reasonably be expected to lead to, an could constitute Acquisition ProposalProposals, including by furnishing way of providing access to any Person or its Representatives any non-public information relating to any Person pursuant to an Acceptable Confidentiality Agreement (it being understood that such confidentiality agreements need not prohibit the making or amendment of an Acquisition Proposal); provided that the Company shall promptly make available to Parent and Merger Sub any material non-public information concerning the Company or any of its Subsidiaries or by affording that the Company provides to any Person given such access that was not previously made available to Parent or its Representatives access to the businessMerger Sub, properties, assets, books, records or other non-public information, or to the personnel, of the Company or any of its Subsidiaries, in each case pursuant to one or more Acceptable Confidentiality Agreements; (ii) continue, engage or enter into, continue or otherwise participate in or engage in any discussions or negotiations with any Person Persons or its Representatives groups of Persons with respect to one or more any Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any other proposals that could lead such inquiries, proposals, discussions or negotiations or any effort or attempt to an make any Acquisition Proposal; Proposals, and (iii) having complied with Section 6.2(f), authorize, adopt, approve, recommend, or otherwise cooperate withdeclare advisable or propose to authorize, assist adopt, approve, recommend or take declare advisable (publicly or otherwise) any action to facilitate any Acquisition Proposal or any other proposals that could lead to any such Acquisition Proposal. The Company will promptly (and in any event within 24 hours) make available to Parent or its Representatives any non-public information concerning the Company and its Subsidiaries that is provided to any Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matrixx Initiatives Inc)
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery of this “Go-Shop Period”) beginning on the Agreement Date and continuing until 12:01 a.m. 11:59 p.m., Pacific Time, on March 8August 17, 2020 2021 (the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries Affiliates and their respective Representatives will directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, consultants, agents, representatives and advisors or any investment banker, financial advisor, attorney, accountant, consultant, agent, representative or advisor retained by any of them (collectively, the “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), to, directly or indirectly, to: (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposalproposal or inquiry that constitutes, inquiry could constitute or offer that would constitute, or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives), any information (including non-public information and data) relating to the Company or any of its Subsidiaries or by affording Group and/or afford to any such Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other information (including non-public informationinformation and data), or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant to one any proposal or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals inquiry that could constitute or could reasonably be expected to lead to an Acquisition Proposal; and provided, however, that (iiiA) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 twenty-four (24) hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Third Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery of this Agreement “Go-Shop Period”) beginning on the date hereof and continuing until 12:01 a.m. 11:59 p.m., New York time on March 8June 9, 2020 2023 (the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries Affiliates and their respective Representatives will shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposalproposal or inquiry that constitutes, inquiry could constitute or offer that would constitute, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, a Permitted Confidentiality Agreement, furnish to any Person or third party (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives), any non-public information relating to the Company or any of and its Subsidiaries or by affording afford to any Person or such third party (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company or any of and its Subsidiaries, in each any such case pursuant with the intent to one induce the making, submission or more Acceptable Confidentiality Agreements; announcement of an Acquisition Proposal (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals proposal or inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and provided, however, that (iiiA) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 forty-eight (48) hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries that is provided to any such Third Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives and (B) the Company and its Subsidiaries shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of the Company in connection with the actions permitted by this Section 7.2(i), except in accordance with customary “clean room” or other similar procedures; (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in or facilitate any such proposals, inquiries, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposal, including that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any the Company to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franchise Group, Inc.)
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. 12:00 p.m., Pacific time on March 8December 29, 2020 2023 (the “No-Shop Period Start Date”), the CompanyCompany and its Affiliates, its Subsidiaries directors, officers, employees, consultants, agents, representatives and their respective Representatives will advisors (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person or (and its Representatives and financing sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Person or its (and such Representatives and financing sources) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals provided, however, that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives; and (iii) participate or engage in discussions or negotiations with any such Person (and such Representatives and financing sources) with respect to an Acquisition Proposal.
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. 12:00 p.m., Eastern time on March 8November 19, 2020 2019 (the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries and their respective Representatives will shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person or its Representatives any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals provided, however, that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives electronic access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to Parent or its Representatives; and (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal and, provided further, that the Company and its Representatives may not provide such Persons with any non-public information of or relating to Parent, Merger Sub or any of their respective Affiliates or Representatives. On the No-Shop Period Start Date, the Company shall notify Parent in writing of (x) the identity of each Exempted Party, (y) the number and identity of any parties with which the Company entered into an Acceptable Confidentiality Agreement and (z) the number and identity of any parties that submitted an Acquisition Proposal after the date of this Agreement and prior to the No-Shop Period Start Date, each of which notices shall include the documents and information contemplated by Section 5.3(f)(ii), Section 5.3(f)(iii) and Section 5.3(f)(iv) to the extent not previously provided to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m., Eastern time, on March 8October 27, 2020 2023 (the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries and their respective Representatives will shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, induce encourage or encourage the makingfacilitate, submission any proposal or announcement of one or more Acquisition Proposals from any Person or its Representativesinquiry that constitutes, or knowingly encourage, facilitate or assist, any proposal, inquiry or offer that would constitute, or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person or (and its Representatives representatives and financing sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Person or its Representatives (and such representatives and financing sources) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to encourage or facilitate, any proposal or inquiry that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals proposal that could reasonably be expected to lead to an Acquisition Proposal; and (iii) otherwise cooperate withprovided, assist or take any action to facilitate any Acquisition Proposal or any other proposals however, that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives; and (iii) participate or engage in discussions or negotiations with any such Person (and such representatives and financing sources) with respect to an Acquisition Proposal or potential Acquisition Proposal.
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery of this Agreement “Go-Shop Period”) beginning on the date hereof and continuing until 12:01 a.m. 11:59 p.m., Pacific time on March 8(x) July 1, 2020 2021 (the “No-Shop Period Start Date”) for any Person or “group” who is not an Excluded Party or (y) in respect of any Excluded Party, ten (10) days after the No-Shop Period Start Date (the “Cut-Off Time”), the Company, Company and its Subsidiaries Affiliates and their respective Representatives will directors, officers, employees, financial advisors, attorneys, accountants, and other representatives and advisors (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, induce induce, encourage or encourage facilitate the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposalproposal or inquiry that constitutes, inquiry could constitute or offer that would constitute, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives), any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal (or any of its Subsidiaries, in each case pursuant to one proposal or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and provided, however, that (iiiA) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The the Company will promptly substantially concurrently (and in any event within 24 twenty-four (24) hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Third Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or who has one or more Affiliates that is a competitor of any Company Group Member in connection with the actions permitted by this Section 5.3(a), except in accordance with customary “clean room” or other similar procedures; (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in or facilitate any such proposals, inquiries, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposal, including that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. 12:00 p.m., Pacific time on March 818, 2020 2019 (the “No-Shop Period Start Date”), the CompanyCompany and its Affiliates, its Subsidiaries directors, officers, employees, consultants, agents, representatives and their respective Representatives will advisors (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person or (and its Representatives and Financing Sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Person) any non-public information relating to the Company or any of its Subsidiaries or by affording afford to any such Person or its (and such Representatives and Financing Sources) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Company, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals provided, however, that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives; and (iii) participate or engage in discussions or negotiations with any such Person (and such Representatives and Financing Sources) with respect to an Acquisition Proposal.
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. 12:00 p.m., Eastern time on March 8July 20, 2020 2017 (the “No-Shop Period Start Date”), the CompanyCompany and its Affiliates, its Subsidiaries directors, officers, employees, investment bankers, attorneys, accountants and their respective Representatives will other advisors or representatives (collectively, “Representatives”) shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposal, proposal or inquiry or offer that would constituteconstitutes, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and in accordance with, an Acceptable Confidentiality Agreement, furnish to any Person or its Representatives any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of its Subsidiaries, in each case pursuant any proposal that would reasonably be expected to one or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals provided, however, that could lead to any Acquisition Proposal. The the Company will promptly (and in any event within 24 hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives; and (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nutraceutical International Corp)
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery “Go-Shop Period”) beginning on the date of this Agreement and continuing until 12:01 a.m. 11:59 p.m., Eastern time on March 8the 35th day after the date hereof (“Initial No-Shop Period Start Date”), 2020 or continuing until 11:59 p.m., Eastern time on the 45th day after the date hereof with respect to an Excluded Party (“Excluded Party No-Shop Period Start Date” and together with the “Initial No-Shop Period Start Date”, the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries Affiliates and their respective Representatives will shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), to, directly or indirectly, to: (i) solicit, initiate, solicit, propose, propose or induce or encourage the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposalproposal or inquiry that constitutes, inquiry could constitute or offer that would constitute, or would could reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person or (and its Representatives subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such Third Person) any information (including non-public information information) relating to the Company Company, its Subsidiaries or any of its Subsidiaries Affiliates or by affording afford to any such Third Person or its Representatives (and such Representatives) access to the business, properties, assets, books, records or other information (including non-public information), or to the any personnel, of the Company or any of and its Subsidiaries, in each any such case pursuant with the intent to one induce the making, submission or more Acceptable Confidentiality Agreements; (ii) continueannouncement of, enter intoor knowingly encourage, participate in facilitate or engage in assist, any discussions proposal or negotiations with any Person inquiry that constitutes, or its Representatives with respect is reasonably expected to one or more Acquisition Proposals or any other proposals that could lead to to, an Acquisition Proposal; and (iii) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals inquiries or the making of any proposal or inquiry that could constitute, or could reasonably be expected to lead to any to, an Acquisition Proposal. The , provided, however, that (A) the Company will promptly (and in any event within 24 hours) make available provide to the Parent, or provide the Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries that is provided to any such Third Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to Parentthe Parent or its Representatives and (B) the Company and its Subsidiaries shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or whose Affiliates are a competitor of the Company and its Subsidiaries in connection with the actions permitted by this Section 5.1(a), except in accordance with customary “clean room” or other similar procedures; and (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives) with respect to any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with, assist or participate in, or facilitate in any way, such proposals or inquiries or any effort or attempt to make any proposal or inquiry that constitutes, could constitute or could reasonably be expected to lead to, an Acquisition Proposal, including by granting any waiver, amendment or release under any “standstill provision” or similar obligation of any Third Person with respect to the Company and its Subsidiaries to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).
Appears in 1 contract
Go-Shop Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period commencing with (the execution and delivery of this Agreement “Go-Shop Period”) beginning on the date hereof and continuing until 12:01 a.m. 11:59 p.m., Pacific time on March 8, 2020 the 45th day following the date hereof (the “No-Shop Period Start Date”), the Company, Company and its Subsidiaries Affiliates and their respective Representatives will shall have the right, acting pursuant to the direction of the Company Board (or a committee thereof), right to, directly or indirectly, : (i) solicit, initiate, solicit, propose, induce induce, encourage or encourage facilitate the making, submission or announcement of one or more Acquisition Proposals from any Person or its Representativesof, or knowingly encourage, facilitate or assist, any proposalproposal or Inquiry that constitutes, inquiry could constitute or offer that would constitute, or would is reasonably be expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, including by furnishing and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives), any non-public information relating to the Company Group or any of its Subsidiaries or by affording afford to any such Third Person or (and its Representatives Representatives, prospective debt and equity financing sources and/or their respective Representatives) access to the business, properties, assets, books, records or other non-public information, or to the any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal (or any of its Subsidiaries, in each case pursuant to one proposal or more Acceptable Confidentiality Agreements; (ii) continue, enter into, participate in or engage in any discussions or negotiations with any Person or its Representatives with respect to one or more Acquisition Proposals or any other proposals Inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and provided, however, that (iiiA) otherwise cooperate with, assist or take any action to facilitate any Acquisition Proposal or any other proposals that could lead to any Acquisition Proposal. The the Company will promptly substantially concurrently (and in any event within 24 twenty-four (24) hours) make available provide to Parent, or provide Parent or its Representatives access to, any such non-public information concerning the Company and its Subsidiaries Group that is provided to any such Third Person or its Representatives pursuant to this Section 5.3(a) that was not previously made available provided to ParentParent or its Representatives and (B) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Third Person who is or who has one or more Affiliates that is a competitor of any Company Group Member in connection with the actions permitted by this Section 4.3(a), except in accordance with customary “clean room” or other similar procedures; (iii) continue, enter into, maintain, participate or engage in discussions or negotiations with any Third Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with respect to an Acquisition Proposal (or any proposal or Inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in or facilitate any such proposals, Inquiries, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposal, including that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any Third Person with respect to any Company Group Member to allow such Third Person to submit or amend an Acquisition Proposal on a confidential basis to the Company Board (or any committee thereof).
Appears in 1 contract
