No Negotiation. 6.6.1 Until the Closing, the Seller shall not, and the Seller shall cause its Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties. 6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until the ClosingThe Company will not (and it will not permit or authorize, the Seller shall notas applicable, and the Seller shall cause any of its respective Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives not to), directly or indirectly: indirectly (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; , (b) enter into, continue or otherwise participate in any discussions or negotiations; , or enter into any Contract, (c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel and records, or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract similar agreement or propose, whether publicly or to any director or shareholderstockholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller Company or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any part substantially all of the Businessassets (including, without limitation, Company Intellectual Property), business, or properties of the Company or any amount of the capital stock of the Company (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise, other than with the Purchaser (an “Acquisition Transaction”). Each of the Seller and the Seller’s Affiliates shall The Company will immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller Company or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (db) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall Company will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It Promptly following the Closing, the Company will notify each person with which the Company has entered into a nondisclosure agreement with respect to the evaluation of the sale of the Company that it is agreed and understood that required to return or destroy (pursuant to the terms of this Clause 6.6.1 shall not prevent the Seller from: (isuch agreements) issuing any materials or selling any shares of capital stock information provided to such parties that would be deemed confidential for purposes of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of Confidentiality Agreement, and, beginning on the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closingdate hereof, neither the Purchaser Company nor any of its Affiliates shall enter into will waive affirmatively any agreements which could reasonably be expected to adversely affect right under any such agreement without the prior written consent of the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until the Closing, the Seller shall The Company will not, and the Seller shall will cause its Subsidiary and its and its Subsidiary's Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives (all of the foregoing collectively being the "Company Representatives") not to, directly or indirectly: indirectly (ai) solicit, initiate, encourage, knowingly facilitate, entertain, support or entertain any inquiry induce the making, submission or the making announcement of any inquiry, expression of interest, proposal or offer; offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (bii) enter into, continue or otherwise participate in any discussions or negotiations; , or enter into any Contract with respect to any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ciii) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; (d) approve or recommendand records with respect to, or propose take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to approve lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principalprinciple, merger or consolidation agreement, stock purchase or sale agreement, acquisition agreement, option agreement or other Contract similar agreement or propose, whether publicly or to any director or shareholderStockholder, or agree to do do, any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding , with respect to an Acquisition Proposal, (v) submit any business combination transaction involving Acquisition Proposal to the Seller vote of any Company Securityholders or its Affiliates in (vi) enter into any other transaction that would result not in a Person other than the Purchaser or its Affiliates acquiring all or any part ordinary course of the BusinessCompany's business, whether by mergerthe consummation of which could reasonably be expected to impede, business transfer agreementsinterfere with, purchase of assets, purchase of stock, tender offer, lease, license prevent or otherwisematerially delay the Merger. Each of the Seller and the Seller’s Affiliates shall The Company will immediately cease and cause to be terminated any and all existing activities, negotiations or discussions with any Persons (other than the Purchaser) conducted prior to or on the Agreement Date and with respect to any Acquisition Proposal, and will use commercially reasonable efforts to secure the return or destruction of any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and will use commercially reasonable efforts to secure the return or destruction of any non-public information and terminate any access of the type referenced in clause (c) above. If any Company Representative, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.5 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 5.5. The Company will promptly (but in any event, within twenty-four (24) hours) notify the Seller Purchaser orally and in writing after receipt by the Company or any Company Representative of its Affiliates(i) any Acquisition Proposal, directors(ii) any inquiry, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offerexpression of interest, proposal or requestoffer that constitutes, directly or indirectlywould reasonably be expected to lead to, of the type referenced in clause (a)an Acquisition Proposal, (biii) any other notice that any Person is considering making an Acquisition Proposal or (div) above or any request for disclosure non-public information or access as referenced in clause (cSection 5.5(a)(iii) above. Such notice shall describe the material terms of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity identify of the offeror Person or Person Group making any such offer or proposal and the specific terms Acquisition Proposal, inquiry, expression of such offer or interest, proposal, as the case may beoffer, notice or request and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that The Company shall keep the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock Purchaser fully informed of the Seller status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to third parties the Purchaser a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in one writing, or more transactions a reasonable written summary thereof, if it is not in writing. The Company shall provide the Purchaser with 48 hours prior notice (or such lesser prior notice as is provided that such issuances or sales do not result in a Change of Control to the members of the Seller or (ii) selling or divesting assets board of directors of the Other Businesses, in each case Company) of (i) or (ii) for any meeting of the purposes board of raising funds for directors of the Seller from third parties.
6.6.2 Until Company at which the Closing, neither board of directors of the Purchaser nor any of its Affiliates shall enter into any agreements which could Company is reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreementdiscuss an Acquisition Proposal.
Appears in 1 contract
Sources: Merger Agreement (Adaptec Inc)
No Negotiation. 6.6.1 Until From the date of this Agreement until the Closing, neither the Seller shall not, and nor any Member will (nor will the Seller shall cause its or any Member permit or authorize, as applicable, any of their respective Affiliates, directorsmanagers, officers, members, employees, agents, consultants and other advisors and representatives not to), directly or indirectly: indirectly (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations, or enter into any Contract; (c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or and records; or; or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other similar Contract or propose, whether publicly or to any director manager or shareholdermember, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any part of the Businessassets, business, properties or Intellectual Property of the Seller or any amount of the membership interests of the Seller (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stockequity interests, tender offer, lease, license or otherwise, other than with the Purchaser. Each of the The Seller and the Seller’s Affiliates shall Members will immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If the Seller, any of the Seller Member or any of its their respective Affiliates, directorsmanagers, officers, members, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (db) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall or such Member, as applicable, will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Nova Biosource Fuels, Inc.)
No Negotiation. 6.6.1 Until Between the Closingdate of this Agreement and the earlier of the Closing and the termination of this Agreement pursuant to Section 8.1, none of the Seller, the Seller shall notCompany, and the Seller shall cause its Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not toAffiliates or any of their Representatives shall, directly or indirectly: , (a) solicit, initiate, encourage, knowingly facilitate, encourage or entertain any inquiry inquiries or proposals from, discuss or negotiate with or provide any nonpublic information to any Person (other than the making of Buyer and its Affiliates and Representatives) relating to any proposal concerning the sale, lease, transfer, assignment or offer; other disposition of a significant portion of all of the assets or business or revenues of the Company, or any equity interests, capital stock, or other securities of the Company, or any merger, consolidation, asset sale, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, or other similar transaction involving the Company other than the Transaction (an “Acquisition Proposal“) or (b) enter into, continue or otherwise participate engage in any negotiations or discussions concerning, or negotiations; (c) furnish provide access to its properties, books and records or any Confidential Information or data to any Person any non-public information relating to, an Acquisition Proposal. The Seller or grant any Person access to their propertiesCompany shall notify Buyer promptly after receipt by Seller, assets, books, Contracts, personnel the Company or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its their Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all (or any part of the Businesstheir Representatives) of any bona fide Acquisition Proposal. The Company and Seller shall, whether by mergerand shall cause their Representatives to, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall cease immediately cease and cause to be terminated any such all existing activities, discussions or negotiations, discussion or Contracts (other than if any, with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, Person conducted prior to the Closing, date hereof with respect to any offer, proposal Acquisition Proposal and shall cause any such Person in possession of Confidential Information about the Company that was furnished by or request, directly or indirectly, on behalf of the type referenced in clause (a), (b) Company to return or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with destroy all such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesConfidential Information.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until Each of the Closing, the Seller shall Owners agrees that it will not, and the Seller shall will use its commercially reasonable efforts to cause its their respective Affiliates, and the officers, directors, officers, employees, agents, consultants and other advisors and representatives of each of them, not to, directly or indirectly: (a) , solicit, initiate, encourage, knowingly facilitate, initiate or entertain any inquiry or the making encourage submission of any proposal or offer from any Person (including any of its or their officers or employees, representatives, agents or affiliates) relating to any liquidation (other than a liquidation of Seller after the Closing), dissolution, recapitalization, tender or exchange offer; , solicitation of proxies, merger, consolidation or acquisition of all or a material portion of the assets of, or any equity interest in, any of the Companies or other similar transaction or business combination involving any of the Companies (b) enter intoan “Acquisition Proposal”), continue or otherwise participate in any discussions or negotiations; (c) negotiations regarding, or furnish to any other Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; (d) approve or recommendwith respect to, or propose to approve or recommendotherwise cooperate in any way with, or execute assist or enter intoparticipate in, facilitate or encourage, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement effort or attempt by any other Contract or propose, whether publicly or to any director or shareholder, or agree Person to do or seek any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwiseforegoing. Each of the Seller Owners will promptly notify Purchaser if any such Acquisition Proposal, or any inquiry from or contact with any Person with respect thereto, is made and will promptly provide Purchaser with such information regarding such Acquisition Proposal, inquiry or contact as Purchaser may reasonably request. Each of the Owners agrees that it will not, and will use its commercially reasonable efforts to cause their respective Affiliates, and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliatesofficers, directors, officers, employees, agents, consultants or other advisors and representatives receiveof each of them, prior to the Closing, any offer, proposal or requestnot to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any proposal made by any Person or group of Persons (other than Purchaser) relating to any of the type referenced foregoing. Without limiting the foregoing, each of the Owners understands and agrees that any violation of the restrictions set forth in clause (a)this Section 1.7 by any Owner, (b) whether or (d) above not such Owner is purporting to act on behalf of Seller or any request for disclosure or access as referenced in clause (c) aboveotherwise, the Seller and its Affiliates shall immediately suspend or cause will be deemed to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited a breach by applicable Law, information as to the identity Seller of Section 5.10 of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Acquisition Agreement.
Appears in 1 contract
Sources: Inducement Agreement (Imation Corp)
No Negotiation. 6.6.1 Until From and after the Closingdate hereof and until the earlier of the Effective Time or the termination of this Agreement, the Seller Company shall not, and the Seller shall cause its Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, facilitate or entertain any inquiry or encourage the making initiation of any inquiry, proposal or offeroffer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) enter into, continue or otherwise participate in any discussions or negotiationsnegotiations or enter into any Contract with, or provide any non‑public information to, any Person (other than Parent) relating to or in connection with a possible Acquisition Transaction; or (c) furnish to consider, entertain or accept any proposal or offer from any Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with Parent) relating to a possible Acquisition Transaction. The Company shall promptly notify Parent in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction (including the Purchaseridentity of the Person making or submitting such inquiry, proposal or offer, and the terms thereof) that are is received by the subject of clauses (a), (b) Company or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access representative of the type referenced in clause (c) above. If any Company prior to the earlier of the Seller Effective Time or the termination of this Agreement. For the purposes hereof, “Acquisition Transaction” shall mean any transaction involving: (i) the sale, license, 105132706 v11 disposition or acquisition of all or a substantial portion of the business or assets of the Company or any of its Affiliatessubsidiaries; (ii) the issuance, directors, officers, employees, agents, consultants disposition or acquisition of (A) any capital stock or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, equity security of the type referenced Company (other than Company Common Stock issued upon exercise of Company Options in clause (aroutine transactions in accordance with the Company’s past practices), (bB) any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock or other equity security of the Company or any of its subsidiaries, or (dC) above any security, instrument or obligation that is or may become convertible into or exchangeable for any capital stock or other equity security of the Company or any request for disclosure or access as referenced in clause (c) aboveof its subsidiaries, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businessesthan, in each the case of (i) B), as set forth in Schedule 4.12; or (iiiii) for any merger, consolidation, share exchange, business combination, reorganization, recapitalization or similar transaction involving the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor Company or any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreementsubsidiaries.
Appears in 1 contract
Sources: Draft Agreement (Rovi Corp)
No Negotiation. 6.6.1 Until the ClosingThe Company will not (and it will not permit or authorize, the Seller shall notas applicable, and the Seller shall cause any of its respective Affiliates, directors, officers, shareholders, employees, agents, consultants and other advisors and representatives not to), directly or indirectly: indirectly (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; , (b) enter into, continue or otherwise participate in any discussions or negotiations; , or enter into any Contract, (c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel and records, or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract similar agreement or propose, whether publicly or to any director or shareholderSecurityholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller Acquired Companies or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any part of the Businessassets (including, without limitation, Intellectual Property), business or properties of the Acquired Companies or any amount of the capital stock of the Acquired Companies (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise, other than with the Purchaser. Each of the Seller and the Seller’s Affiliates shall The Company will immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller Company or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (db) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall Company will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until the Closing, the Seller shall not, and the Seller shall cause its Affiliates, directors, officers, employees, agents, consultants directors and other advisors and representatives Key Employees not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of make any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principalprinciple, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s 's Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably requestrequests. It is agreed and understood that the terms of this Clause 6.6.1 6.
6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until the Closingearlier of the Closing or the termination of this Agreement, the Seller shall notCompany will not (and it will not permit or authorize, and the Seller shall cause as applicable, any of its respective Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives not to), directly or indirectly: indirectly (a) solicit, initiate, knowingly encourage, knowingly facilitate, or entertain consider any inquiry or the making of any proposal or offer; , (b) enter into, continue or otherwise participate in any discussions or negotiations; , or enter into any Contract, (c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel and records, or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract similar agreement or propose, whether publicly or to any director or shareholderstockholder, or agree to do any of the foregoing for the purpose of knowingly encouraging or knowingly facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller Company, or its Affiliates in any other transaction that would result in a Person other than to acquire any material portion of the Purchaser or its Affiliates acquiring all assets (or any part portion of Company Intellectual Property), business or properties of the BusinessCompany, or the acquisition of voting securities of the Company (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise, other than with the Purchaser (an “Acquisition Transaction”), provided, however, that nothing in this Section 7.4 shall prohibit sales or dispositions of assets that are permitted under Section 7.2(b)(iii) or the issuance of securities as permitted under Section 7.2(b)(viii). Each of the Seller and the Seller’s Affiliates shall The Company will immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller Company or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.or
Appears in 1 contract
No Negotiation. 6.6.1 Until From the Closingdate of this Agreement until the earlier of Closing or termination of this Agreement in accordance with Section 7.1, neither the Seller shall notSellers nor any Member will (nor will the Sellers or any Member permit or authorize, and the Seller shall cause its as applicable, any of their respective Affiliates, managers, directors, officers, employees, agents, consultants and other advisors and representatives not to), directly or indirectly: :
(a) solicit, initiate, encourage, knowingly facilitate, encourage or entertain any inquiry or the making of any proposal or offer; ;
(b) enter into, continue or otherwise participate in any discussions or negotiations, or enter into any Contract; or
(c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing and records for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; negotiations in each case regarding any business combination transaction involving the Seller Sellers or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any part of the Businessbusiness, properties or Intellectual Property of the Sellers or any amount of the equity interests of the Sellers (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stockequity interests, tender offer, lease, license or otherwise, other than with the Purchaser. Each of the Seller The Sellers and the Seller’s Affiliates shall Members will immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If the Sellers, any of the Seller Member or any of its their respective Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (db) above or any request for disclosure or access as referenced in clause (c) above, the such Seller and its Affiliates shall or such Member, as applicable, will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cash America International Inc)
No Negotiation. 6.6.1 Until From the Closingdate of this Agreement until the earlier of the Final Closing or termination of this Agreement in accordance with Section 7.1, none of the Acquired Companies, any Seller shall notParty or any equity owner of any Seller Party will (nor will any Acquired Company, and the any Seller shall cause its Party or any equity owner of any Seller Party permit or authorize, as applicable, any of their respective Affiliates, managers, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives not to), directly or indirectly: :
(a) solicit, initiate, encourage, knowingly facilitate, facilitate or entertain any inquiry or the making of any proposal or offer; ;
(b) enter into, continue or otherwise participate in any discussions or negotiations; , or enter into any Contract;
(c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; ;
(d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principalprinciple, merger agreement, acquisition agreement, option agreement or other Contract or Contract; or
(e) propose, whether publicly or to any director or shareholderequity owner, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; , in each case regarding any business combination transaction involving the Seller (directly or its Affiliates in indirectly) any Acquired Company or any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any part of the Businessbusiness, properties or assets of any Acquired Company or any amount of the equity interests of any Acquired Company (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stockequity interests, tender offer, lease, license or otherwise, other than with the Purchaser. Each of The Acquired Companies and the Seller and the Seller’s Affiliates shall Parties will immediately cease and cause to be terminated any such negotiations, discussion discussions or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any Acquired Company, any Seller Party or equity owner of the any Seller Party or any of its their respective Affiliates, directors, officers, stockholders, employees, agents, consultants or other advisors and representatives receivereceives, prior to the any Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Acquired Company or such Seller and its Affiliates shall Party, as applicable, will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cash America International Inc)
No Negotiation. 6.6.1 Until the Closingsuch time, the Seller shall if any, as this Agreement is terminated pursuant to Section 9, Sellers will not, and the Seller shall nor will they cause its Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not or permit any of their respective Representatives to, directly or indirectly: (a) , solicit, initiate, encourageor encourage any inquiries or proposals from, knowingly facilitatediscuss or negotiate with, or entertain provide any inquiry or the making of nonpublic information to, any proposal or offer; Person (bother than Purchaser and its Representatives) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish relating to any Person transaction involving the sale of the Business or any non-public information material portion of the property or grant any Person access to their properties, assets, books, Contracts, personnel assets of Company or records; or; (d) approve Platinum PEO or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose membership interests or other equity interests of encouraging Company or facilitating Platinum PEO, or any proposalmerger, offerconsolidation, discussions business combination, or negotiations; in each case regarding any business combination similar transaction involving Company or Platinum PEO. From the Seller or its Affiliates in any other transaction that would result in a Person other than date hereof through the Purchaser or its Affiliates acquiring all or any part of the BusinessClosing Date, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or requestSellers will not, directly or indirectly, enter into or authorize, or permit any Representatives or Related Persons of Company, Platinum PEO or of any of the type referenced Members to enter into, any agreement or agreement in clause (a)principle with any third Person for the acquisition of Company, (b) or (d) above Platinum PEO, or any request for disclosure material portion of the respective assets or access as referenced properties of Company or Platinum PEO or, in clause the case of the Members, any of the membership interests or other equity interests of Company or Platinum PEO (can “Acquisition Transaction”). The Sellers will inform Purchaser in writing by facsimile within twenty‑four (24) abovehours following the receipt by any of the Sellers or any of their Related Persons or Representatives of any bona fide inquiry, proposal, offer or bid (including the Seller terms thereof and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such inquiry, proposal, offer or bid) in respect of any Acquisition Transaction. Purchaser acknowledges that the mere receipt by the Sellers of an unsolicited inquiry or proposal and regarding an Acquisition Transaction will not constitute a Breach of the specific terms Sellers’ obligations under this Section 5.15, but only if the Sellers notify Purchaser of such offer unsolicited inquiry or proposal, proposal as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated required by this AgreementSection 5.15.
Appears in 1 contract
Sources: Asset Purchase Agreement (Healthcare Services Group Inc)
No Negotiation. 6.6.1 Until From the date of this Agreement until the Closing, the Seller shall Sellers will not, and will cause the Seller shall Acquired Companies not to, (and Sellers will not, and will cause its the Acquired Companies not to, permit or authorize, as applicable, any of their respective Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not to), directly or indirectly: :
(a) solicit, initiate, encourage, knowingly facilitate, encourage or entertain any inquiry or the making of any proposal or offer; ;
(b) enter into, continue or otherwise participate in any discussions or negotiations, or enter into any Contract; or
(c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing and records for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; negotiations in each case regarding any business combination transaction involving the Seller any Acquired Company or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any part of the Businessbusiness, properties or Intellectual Property of any Acquired Company or any amount of the capital stock of any Acquired Company (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, stock tender offer, lease, license or otherwise, other than with the Purchaser. Each of The Sellers will and will cause the Seller and the Seller’s Affiliates shall Acquired Companies to immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Acquired Company, any Seller or any of its their respective Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (db) above or any request for disclosure or access as referenced in clause (c) above, such Seller will and the Seller and its Affiliates shall Sellers will cause such Acquired Company to, as applicable, immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Valeant Pharmaceuticals International, Inc.)
No Negotiation. 6.6.1 Until The Seller shall ensure that, prior to the earlier of the termination of this Agreement pursuant to Section 8.3 or the Closing, none of the Seller shall notSeller, and the Seller shall cause its AffiliatesCompany or any Subsidiary, directorsnor any Representative of the Seller, officers, employees, agents, consultants and other advisors and representatives not tothe Company or any Subsidiary shall, directly or indirectly: (ai) solicit, initiate, encourage, knowingly facilitate, solicit or entertain any inquiry or encourage the making initiation of any proposal inquiry, proposal, offer or offerother expression of interest from any Person (other than the Buyer) relating to any Prohibited Transaction; (bii) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person negotiations with, or provide any non-public information or grant to, any Person access to their properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser Buyer) relating to any proposed Prohibited Transaction; or its Affiliates acquiring all (iii) enter into any contract relating to any inquiry, proposal, offer or other expression of interest from any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts Person (other than with the PurchaserBuyer) that are the subject relating to any Prohibited Transaction. For purposes of clauses (athis Section 5.1(f), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of “Prohibited Transaction” means any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or requesttransaction involving, directly or indirectly, (A) the sale or other disposition of all or any portion of the type referenced business or assets of the Company or any Subsidiary (other than in clause (athe ordinary course of business), (bB) the issuance, sale or other disposition of (I) any capital stock of the Company or any Subsidiary, (II) any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock of the Company or any Subsidiary, or (dIII) above any security, instrument or obligation that is or may become convertible into or exchangeable for any capital stock of the Company or any request for disclosure Subsidiary, or access as referenced in clause (cC) aboveany merger, consolidation, business combination, share exchange, reorganization or similar transaction involving the Company or any Subsidiary. If, after the date hereof, any of the Seller, the Company or any Subsidiary receives any inquiry, proposal, offer or other expression of interest regarding a Prohibited Transaction, the Seller shall, and shall cause the Company and its Affiliates shall Subsidiaries to, immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser Buyer of such fact and provide the Buyer with a copy of such inquiry, proposal, offer or expression of interest or, if such inquiry, proposal, offer or expression of interest was not made in writing, a complete description of the nature and terms thereof, including, unless prohibited by applicable Law, information as to including the identity of the offeror or Person making any who made such inquiry, proposal, offer or proposal and the specific terms expression of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesinterest.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Caliper Technologies Corp)
No Negotiation. 6.6.1 Until (a) During the Closingperiod from the date of this Agreement until the earlier of the termination of this Agreement pursuant to Section 9.01 or the Closing Date, the Seller shall not, and the Seller shall cause its Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives Affiliates not to, directly or indirectly: , (ai) solicit, initiate, encourage, knowingly facilitatediscuss, or entertain knowingly encourage the submission of any inquiry inquiry, contact, proposal or offer from any Person relating specifically to the acquisition of the Business, any Business Product (other than the sale or licensing of Business Products in the ordinary course of business consistent with past practice) or the making Assigned Assets, whether by merger, purchase of stock, purchase of assets, exclusive license, or otherwise (any such inquiry, contact, proposal or offer; , an “Acquisition Proposal”), (bii) negotiate, discuss, or approve any offer or indication of interest with respect to an Acquisition Proposal, enter intointo any agreement or understanding in respect of an Acquisition Proposal or undertake any transactions similar to the foregoing, continue or otherwise participate in any discussions or negotiations; (ciii) furnish to any information with respect to, or assist or participate in, any effort or attempt by any Person any non-public information to do or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree seek to do any of the foregoing for in respect of an Acquisition Proposal. Without limiting the purpose generality of encouraging the foregoing, Seller acknowledges and agrees that any violation of or facilitating the taking of any proposalaction inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of Seller acting on behalf of Seller, offershall be deemed to constitute a breach of this Section 6.08(a) by Seller.
(b) Seller shall promptly (and in no event later than one (1) Business Day after receipt of any Acquisition Proposal, discussions any inquiry or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction indication of interest that would result in a Person other than the Purchaser or its Affiliates acquiring all could lead to an Acquisition Proposal or any part request for nonpublic information in respect of an Acquisition Proposal) notify Purchaser orally and in writing of any Acquisition Proposal or any inquiry or indication of interest that could lead to an Acquisition Proposal (including the identity of the BusinessPerson making or submitting such Acquisition Proposal, whether by mergerinquiry or indication of interest, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates material terms thereof) that is made or submitted by any Person prior to the Closing. Seller shall keep Purchaser reasonably informed with respect to the status of any such Acquisition Proposal, inquiry or indication of interest, and any material modification or proposed material modification thereto.
(c) Seller shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any such negotiations, discussion or Contracts existing discussions with any Person (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of relate to any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesAcquisition Proposal.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until the Closing, the Seller shall will not, and will cause the Seller shall cause its Acquired Companies and their respective Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract Contract; or (e) propose, whether publicly or to any director or shareholderstockholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; , in each case regarding case, relating to any business combination transaction involving the Seller any Acquired Company or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any material part of the Businessbusiness, properties or assets of any Acquired Company or any amount of the capital stock of any Acquired Company (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise, other than with the Purchaser. Each of the The Seller and the Seller’s Affiliates shall will (i) immediately cease and cause to be terminated any such negotiations, discussion or other communication, or Contracts (other than with the Purchaser) that are with respect to the subject of clauses (a)foregoing, (bii) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) aboveabove and (iii) promptly exercise such rights as it may have under the confidentiality agreements to which it is a party in connection with such negotiations, discussions and communications to secure the return or destruction of such non-public information. If any of the Acquired Company, Parent, Seller or any of its their respective Affiliates, directors, officers, stockholders, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offer, proposal proposal, request, inquiry or requestother contact, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) abovethis Section 5.5, the Seller and its Affiliates shall immediately will promptly suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesrequests.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Volt Information Sciences, Inc.)
No Negotiation. 6.6.1 Until (a) Except as specifically set forth in Section 10.1(a), (b), (c), (d) or (e) hereof, until the Closingearlier of the Closing or the termination of this Agreement pursuant to Section 8 hereof (the “Exclusivity Period”), the Seller shall notnot directly or indirectly, and the Seller shall cause its Affiliatesindividually or through any of their respective officers, directors, officersstockholders, employees, representatives, agents, consultants and other advisors and representatives not toaffiliates, directly or indirectly: otherwise (acollectively, the “Representatives”) solicit, initiate, solicit or encourage, knowingly facilitateconsider, evaluate, or entertain any inquiry or the making respond to (other than to say that Seller is contractually obligated not to respond, and referring such party to public disclosure regarding this Agreement, but shall not otherwise respond, including, without limitation, by way of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any furnishing non-public information or grant assistance) any Person access to their propertiesproposals, assetsinquiries or offers from any person or entity, books, Contracts, personnel or records; or; (d) approve or recommend“Third Party”), or propose to approve or recommendenter into any confidentiality agreement, or execute or enter intodue diligence agreement, any letter of intent, agreement in principalpurchase agreement, merger agreement, acquisition agreement, option agreement or other Contract or proposearrangement, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring proposed sale of all or any part portion of the BusinessPurchased Assets or control thereof, whether by mergermeans of a sale or exchange of shares, business transfer agreements, purchase sale of assets, purchase of stockwhether in whole or in part, tender offermerger, leaserecapitalization, license liquidation or otherwiseotherwise (“Third Party Acquisition”). Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (aExcept as specifically set forth in Sections 10.1(a), (b), (c), (d) or (de) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is hereof, during the subject of a confidential treatment request. This text has been separately filed Exclusivity Period, Seller shall not have, and shall take reasonable efforts to cause its Representatives not to have, any discussions, conversations, negotiations or other communications relating to any Third Party Acquisition with the SEC. above any Third Party expressing interest therein, and shall immediately cease providing and secure discontinue negotiations with any Third Party with which it heretofore has engaged in negotiations or discussions regarding any Third Party Acquisition. During the return Exclusivity Period, Seller shall immediately notify Buyer of all terms of any non-public information and terminate written inquiry, contact, communication, or proposal by any access of the type referenced in clause (c) above. If Third Party with respect to any of the Third Party Acquisition that is received by Seller or any of its AffiliatesRepresentatives (including Seller’s response thereto), directorsand immediately shall provide Buyer with a copy of any such written inquiry, officerscontact, employeescommunication or proposal. With respect to any oral inquiry, agentscontact, consultants communication or other advisors proposal, Seller shall document the same in writing (including Seller’s response thereto) and representatives receivereasonably promptly provide Buyer with a copy of the same. Seller agrees that if the Seller shall breach and fail to cure promptly any material provision of this Section 10.1 and within twelve (12) months thereafter enter into any definitive agreement with a Third Party, including any of its affiliates, with whom Seller breached this Section 10.1 regarding a Third Party Acquisition, then upon the consummation of such acquisition, Seller immediately shall pay to Buyer by wire transfer (in readily available funds) $300,000 (the “Fee”), which Seller acknowledges is reasonable under the circumstances and designed to compensate Buyer for the lost opportunity to consummate the Transaction. The Fee will serve as the exclusive remedy to Buyer hereunder in the event of a breach by Seller of the exclusivity arrangement set forth herein, including, but not limited to, Buyer’s damages relative to its efforts, expenses and costs incurred in evaluating the Transaction. The parties acknowledge that the foregoing provisions do not necessarily require Seller to provide Buyer a written summary of on-going discussions with a third party, nor shall Seller be required to document to Buyer any oral inquiry, contact, communication or proposal that does not materially change any inquiry, contact, communication or proposal previously provided by Buyer.
(b) The parties acknowledge that prior to the Closing, any offer, in response to a bona fide unsolicited written proposal or request, directly or indirectly, for a Third Party Acquisition that did not result from the breach of this Section 10.1 (a “Third Party Proposal”) and following delivery to Buyer of notice and a copy of the type referenced Third Party Proposal in clause (a), (bcompliance with its obligations under Section 10.1(a) or (d) above or any request for disclosure or access as referenced in clause (c) abovehereof, the Seller may participate in discussions or negotiations with or furnish information (pursuant to a confidentiality agreement with customary terms comparable to those in place between Buyer and its Affiliates shall immediately suspend or cause Seller) to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may beThird Party which makes a bona fide written Third Party Proposal if, and only if, prior to taking such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller fromaction: (i) issuing or selling any shares of capital stock a majority of the Seller to third parties Company’s board of directors reasonably determines in one or more transactions provided good faith that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreementsuch Third Party Proposal are capable of being completed and would, if consummated, result in a Superior Transaction (as hereinafter defined) and (ii) a majority of Company’s board of directors determines in good faith (after receiving the written advice of outside legal counsel) that it is necessary to pursue such Superior Proposal in order to comply with its fiduciary duties to its shareholders under applicable law and (iii) Seller complies with the information and notice obligations set forth in Section 10.1(a).
Appears in 1 contract
Sources: Asset Purchase Agreement (Millennium Biotechnologies Group Inc)
No Negotiation. 6.6.1 Until the Closing, the Seller shall not, and the Seller shall cause its Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller Companies and the Seller’s Affiliates shall Selling Stockholders will immediately cease and cause to be terminated any such negotiationsand all existing activities, discussion discussions or Contracts (other than negotiations with any Persons conducted prior to or on the Purchaser) that are date of this Agreement with respect to any Acquisition Proposal. Neither the subject Companies nor the Selling Stockholders will, nor will any of clauses (a), (b) them authorize or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If permit any of the Seller or any of its Affiliatesofficers, directors, officersaffiliates, employeesstockholders or Employees of a Company or any investment banker, agents, consultants attorney or other advisors and representatives receiveadvisor or representative retained by any of them (all of the foregoing Persons, prior to including any such Persons so authorized by either Company or the ClosingSelling Stockholders, any offer, proposal or requestcollectively being the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce (or assist in or cooperate with any Person in) the making, submission or announcement of the type referenced in clause any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (aas hereinafter defined), (ii) enter into, participate in, maintain or continue any discussions, communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, or otherwise take any action to facilitate any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any security holders of a Company, or (vi) consummate or otherwise effect a transaction providing for any transaction contemplated by an Acquisition Proposal.
(b) or (d) above or The Companies and the Selling Stockholders shall immediately notify Purchaser orally and in writing after receipt by either one of the Companies and/or any request for disclosure or access as referenced in clause Company Representatives of any Acquisition Proposal and provide Purchaser with the high level terms of such Acquisition Proposal.
(c) above, the Seller and its Affiliates The Companies shall immediately suspend or cause be deemed to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that have breached the terms of this Clause 6.6.1 Section 4.2 if any Company Representatives shall take any action, whether in his or her capacity as such or in any other capacity, that is prohibited by this Section 4.2. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Purchaser shall be entitled to seek an injunction or injunctions to prevent the Seller from: (i) issuing or selling any shares of capital stock breaches of the Seller provisions of this Section 4.2 and to third parties enforce specifically the terms and provisions hereof, this being in one addition to any other remedy to which Purchaser may be entitled at law or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesequity.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until the Closing, the Seller shall Company will not, and the Seller shall will cause its Subsidiaries and its and their respective Affiliates, directors, officers, shareholders, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) take any action to solicit, initiate, encourageseek, knowingly facilitateencourage or support any inquiry, or entertain any inquiry or the making of any proposal or offer; (b) enter intooffer from, continue or otherwise furnish any information to, participate in any discussions negotiations with, or negotiations; (c) furnish to discuss with any Person any non-public information (other than with the Parent or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; (dMerger Sub) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller Company or its Affiliates in any Subsidiary or any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any part of the Businessbusiness, properties or assets of the Company or any Subsidiary or any amount of the capital stock of the Company or any Subsidiary (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each The Company agrees that any such negotiations in progress as of the Seller and the Seller’s Affiliates shall immediately cease and cause to date of this Agreement will be terminated any or suspended during such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) aboveperiod. If any of the Seller Company or any of its Subsidiaries or any of these respective Affiliates, directors, officers, shareholders, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offerinquiry, proposal proposal, offer or requestother contact, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) abovethis Section 7.2, the Seller and its Affiliates shall Company will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offersinquiries, proposals proposals, offers or requests and notify the Purchaser Parent thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such inquiry, proposal, offer or proposal request and the specific material terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser Parent may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Helen of Troy LTD)
No Negotiation. 6.6.1 Until the Closingearlier of the Closing or such time as this Agreement shall be terminated pursuant to Section 12.1, the Seller shall not, and the Seller shall cause its AffiliatesAffiliates (including the Acquired Companies) and its and their respective managers, directors, officers, employees, agents, consultants investment bankers and other advisors and representatives agents not to, directly or indirectly: , (a) solicit, initiate, encourage, knowingly facilitateentertain, consider or entertain accept any inquiry inquiries, proposals or the making of offers from any proposal Person (other than Buyer) or offer; (b) discuss, negotiate or communicate with, provide any information to, or enter intointo any agreements or other instruments with, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person (other than Buyer) in each case relating to (i) any non-public information acquisition or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; purchase of the Equity Interests (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract securities or proposeownership interests of any Acquired Company), whether publicly (ii) any merger, consolidation, business combination, amalgamation, recapitalization, reorganization or to similar transaction involving any director Acquired Company, (iii) any sale, lease, license, exchange or shareholderother disposition of all or a signification portion of the assets of any Acquired Company, the Business or agree to do any of the foregoing for the purpose of encouraging Stations, or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination (iv) other similar transaction involving any Acquired Company, the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all Business or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwiseStation. Each of the Seller and the Seller’s Affiliates immediately shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any such negotiations, discussion or Contracts (other than Person conducted heretofore with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If respect to any of the foregoing. Seller shall notify Buyer promptly if any such proposal or offer, or any of its Affiliates, directors, officers, employees, agents, consultants inquiry or other advisors and representatives receive, prior to the Closing, contact with any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard respect thereto, is made and shall, in any such notice to such offersBuyer, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to indicate in reasonable detail the identity of the offeror or Person making any such offer proposal, offer, inquiry or proposal contact and the specific terms and conditions of such offer or proposal, as the case may beoffer, inquiry or other contact. Seller agrees not to, and such other information to cause the Acquired Companies not to, without the prior written consent of Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Seller (solely to the extent related thereto as to the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (iBusiness) or (ii) for the purposes of raising funds for the Seller from third partiesany Acquired Company is a party.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (E.W. SCRIPPS Co)
No Negotiation. 6.6.1 Until From the Effective Date until the Closing, the neither Promoter Group nor Seller shall notshall, and the each of Promoter Group and Seller shall cause its their respective Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Promoter Group, Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Promoter Group, Seller or any of its their respective Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Promoter Group, Seller and its Seller’s Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until During the ClosingPre-Closing Period, the Seller Company shall not, and the Seller Company shall cause its Affiliatesnot authorize or permit, directors, officers, employees, agents, consultants and other advisors and representatives not any of the Acquired Entities or any Representative of any of the Acquired Entities to, directly or indirectly: (a) solicit, initiate, seek, knowingly encourage, knowingly facilitatesupport or facilitate any inquiry, proposal, expression of interest or offer from, furnish any information to, or entertain participate in any inquiry negotiations or the making of discussions with, or entertain, consider or accept any proposal or offeroffer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to negotiations or enter into any Person agreement, understanding or arrangement with, or provide any non-public information or grant to, any Person access (other than Parent or its Representatives) relating to their propertiesor in connection with a possible Acquisition Transaction; or (c) entertain, assetsconsider or accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. The Company shall as promptly as practicable (and in any event within 48 hours of receipt thereof) provide Parent with: (i) a written description of any expression of interest, booksinquiry, Contracts, personnel proposal or records; or; (d) approve offer relating to a possible Acquisition Transaction that is received by any Acquired Entity or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do by any of the foregoing for the purpose of encouraging or facilitating Acquired Entities’ Representatives from any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (aParent), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced including in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to description the identity of the offeror Person from which such expression of interest, inquiry, proposal or Person making any such offer or proposal was received; and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling a copy of each written communication and a complete summary of each other communication transmitted on behalf of such Person or divesting assets any of such Person’s Representatives to any Acquired Entity or any of the Other BusinessesAcquired Entities’ Representatives. To the extent the Company is prohibited by a non-disclosure or confidentiality agreement entered into prior to July 14, 2019 from providing the information in each case of clause “(i) )” of the preceding sentence, the Company shall not be required to provide Parent with the identity of the Person from which such expression of interest, inquiry, proposal or (ii) for offer was received, or the purposes other details of raising funds for such expression of interest, inquiry, proposal or offer, other than the Seller from third partieseconomic terms.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Splunk Inc)
No Negotiation. 6.6.1 Until the Closing, Closing the Seller shall not, and the Seller shall cause its respective Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.and
Appears in 1 contract
No Negotiation. 6.6.1 Until the Closing, the Seller shall Sellers will not, and will cause the Seller shall cause Acquired Companies and its and their respective Affiliates, directors, officers, employees, agents, consultants equityholders and other advisors and representatives Representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract Contract; or (e) propose, whether publicly or to any manager, director or shareholderequityholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; , in each case regarding relating to any business combination transaction involving the Seller any Acquired Company, or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any material part of the Businessbusiness, properties or assets of any Acquired Company or any amount of the equity interests of any Acquired Company (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, purchase of limited liability company membership interests, tender offer, lease, license or otherwise, other than with the Purchaser. Each of the Seller and the Seller’s Affiliates shall The Sellers will immediately cease and cause to be terminated (and will cause any of its Affiliates and Representatives to cease and cause to be terminated) any such negotiations, discussion discussions or other communication, or Contracts (other than with the Purchaser) that are with respect to the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above foregoing and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Acquired Company, any Seller or any of its their respective Affiliates, directors, officers, employees, agents, consultants equityholders or other advisors and representatives receiveRepresentatives receives, prior to the Closing, any offer, proposal proposal, request, inquiry or requestother contact, directly or indirectly, of the type referenced in clause (a)this Section 6.5, (b) or (d) above or any request for disclosure or access such Seller, as referenced in clause (c) aboveapplicable, the Seller and its Affiliates shall will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer offer, proposal or proposal request and the specific material terms of such offer offer, proposal or proposalrequest, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that For the terms avoidance of doubt, the taking of any action prohibited by this Section 6.5 by any Affiliate, equityholder or Representative of the Sellers or any Acquired Company shall be deemed to be a breach of this Clause 6.6.1 shall not prevent Section 6.5 by the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesSellers.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until During the Closing, Pre-Closing Period the Seller shall not, and Company will not (nor will the Seller shall cause Company permit any of its Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not Representatives to), directly or indirectly, take any of the following actions with any party other than Parent and its designees: (a) solicit, initiate, encourage, knowingly facilitateinitiate or participate in any negotiations or discussions with respect to any offer or proposal to acquire all, substantially all or a significant portion of the Company's business, properties or technologies or any portion of the Company's capital stock (whether or not outstanding) whether by merger, purchase of assets, tender offer or otherwise, or entertain effect any inquiry or the making of any proposal or offer; such transaction, (b) enter intodisclose any information not customarily disclosed to any person concerning the Company's business, continue technologies or otherwise participate in properties or afford to any discussions person or negotiations; entity access to its properties, technologies, books or records, (c) furnish assist or cooperate with any person to make any Person any non-public information or grant any Person access proposal to their properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring purchase all or any part of the BusinessCompany's capital stock or assets, or (d) enter into any agreement with any person providing for the acquisition of all or any significant portion of the Company (whether by way of merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license offer or otherwise). Each of In addition to the Seller and foregoing, if the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller Company or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to Representatives receives during the Closing, Pre-Closing Period any offer, proposal proposal, or request, directly or indirectly, request relating to any of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates Company shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser Parent thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser Parent may reasonably request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 4.4 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties that Parent shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.4 and understood that to enforce specifically the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling and provisions hereof in any shares of capital stock court of the Seller United States or any state having jurisdiction, this being in addition to third parties any other remedy to which Parent may be entitled at law or in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesequity.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until the Closing, the Seller Company and the Shareholder shall not, and the Seller shall cause its and their respective Affiliates, directors, officers, employees, agents, consultants stockholders and other advisors and representatives Representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; , (b) enter into, continue or otherwise participate in any discussions or negotiations; , (c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; , (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract Contract, or (e) propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; , in each case regarding relating to any business combination transaction involving the Seller Company, or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any part of the Businessbusiness, properties or assets of the Company, or any amount of the capital stock of the Company (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise, other than with Acquiror or otherwise pursuant to this Agreement. Each of the Seller The Company and the Seller’s Affiliates Shareholder shall immediately cease and cause to be terminated any such negotiations, discussion or other communication, or Contracts (other than with Acquiror) with respect to the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above foregoing and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) abovethis Section 5.5(c). If any of the Seller Company, the Shareholder, or any of its their respective Affiliates, directors, officers, employees, agents, consultants stockholders or other advisors and representatives receiveRepresentatives receives, prior to the Closing, any offer, proposal proposal, request, inquiry or requestother contact, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) abovethis Section 5.5, the Seller and its Affiliates Company or the Shareholder, as applicable, shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser Acquiror thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific material terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser Acquiror may reasonably request. It is agreed and understood that For the terms avoidance of doubt, the taking of any action prohibited by this Section 5.5 by any Affiliate or Representative of the Company or the Shareholder shall be deemed to be a breach of this Clause 6.6.1 shall not prevent Section 5.5 by the Seller from: (i) issuing or selling any shares of capital stock of Company and the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesShareholder.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Share Purchase Agreement (Ceva Inc)
No Negotiation. 6.6.1 Until the Closingsuch time, if any, as this Agreement is terminated pursuant to Section 11.2, the Seller shall Sellers will not, and will cause the Seller shall cause its AffiliatesCompany, directors, officers, employees, agents, consultants the Company Subsidiaries and other advisors and representatives their respective Representatives not to, directly or indirectly: , (a) solicit, initiate, encourage, knowingly facilitaterespond to, or entertain otherwise facilitate any inquiry inquiries or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; (d) approve or recommendproposals from, or propose to approve enter into or recommendcontinue any discussions, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion understandings, arrangements or Contracts agreements (other than with the Purchaser) that are relating to any transaction involving the subject sale, lease or license of, or any management arrangement relating to, the business or assets (other than in the ordinary course of clauses business) of the Company or any of the Company Subsidiaries, the sale of any of the Company Shares, or any merger, consolidation, business combination or similar transaction involving the Company or any of the Company Subsidiaries (aeach, an “Alternative Transaction”), (b) provide any assistance, information, documents or data to, or otherwise cooperate or have discussions with, any Person (other the Purchaser) in connection with any inquiry, offer, proposal or agreement relating to a possible Alternative Transaction, (c) afford any access to the personnel, offices, facilities, properties or the books and records of the Company or any of the Company Subsidiaries to any Person (other than the Purchaser) relating to an Alternative Transaction or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is otherwise assist or facilitate the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of making of, or cooperate in any non-public information and terminate way regarding any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliatesinquiry, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or requestagreement by any Person (other than the Purchaser) relating to a possible Alternative Transaction. In the event an inquiry, directly offer, proposal or indirectlyagreement relating to an Alternative Transaction is received by any Seller, the Company, any Company Subsidiary, or any of their respective Representatives from a Person (other than the type referenced in clause (aPurchaser), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and Sellers will promptly notify the Purchaser thereofof the receipt of such inquiry, includingoffer, unless prohibited by applicable Lawproposal or agreement, information as to and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of the offeror any other parties to this Agreement or Person making any such offer or proposal and the specific terms of this Agreement) and of Sellers’, the Company’s or such offer or proposalCompany Subsidiary’s, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It unwillingness to discuss any Alternative Transaction until this Agreement is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesterminated.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement
No Negotiation. 6.6.1 Until the Closing, the Seller shall and the Shareholders will not, and the Seller shall will cause its their respective Affiliates, directors, officers, shareholders, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each such case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any material part of the Businessbusiness, properties or assets of the Seller or any amount of the capital stock of the Seller (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise, other than with the Purchaser. Each of the The Seller and the Seller’s Affiliates shall Shareholders will immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If the Seller, any of the Seller Shareholder or any of its their respective Affiliates, directors, officers, shareholders, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall or such Shareholder, as applicable, will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until the ClosingThe Company will not (and it will not affirmatively permit or authorize, the Seller shall notas applicable, and the Seller shall cause any of its respective Affiliates, directors, officers, stockholders, employees, agents, consultants and other advisors and representatives not to), directly or indirectly: indirectly (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; offer for an Alternative Transaction, (b) enter into, continue or otherwise participate in any discussions or negotiations; , or enter into any Contract for an Alternative Transaction, (c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel and records in connection with an Alternative Transaction, or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract similar agreement or publicly propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, offer or discussions or negotiations; , in each case regarding case, in connection with an Alternative Transaction. “Alternative Transaction” shall mean any business combination transaction involving the Seller Acquired Companies or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any material part of the Businessassets (including, without limitation, Intellectual Property but excluding transactions in the ordinary course of business consistent with past practice), business or properties of the Acquired Companies or any material amount of the capital stock of the Acquired Companies (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise, other than with the Purchaser. Each of the Seller and the Seller’s Affiliates shall The Company will immediately cease and cause to be terminated any such negotiations, discussion discussions or Contracts negotiations (other than with the Purchaser) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller Company or any of its Affiliates, directors, officers, employees, agents, consultants officers or other advisors and representatives receiveacting on its behalf in connection with this Agreement receives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (db) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall Company will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood Notwithstanding anything to the contrary set forth in this Section 5.5 or otherwise in this Agreement, the Company shall not be required to provide any information that would be in violation of a non-disclosure agreement that was in place prior to the date hereof, except that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing Company will be required to notify Purchase only that an offer, proposal or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesrequest was received.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until Between the Closingdate of this Agreement and the Closing Date, or, if earlier, the Seller date this Agreement is terminated pursuant to ARTICLE VII, the Sellers shall not, not (and the Seller shall cause its Affiliates, directorsincluding the Acquired Entities, officers, employees, agents, consultants and other advisors and representatives Representatives acting on Sellers’ behalf not to, ) directly or indirectly: , (a) solicit, initiate, encouragecontinue, knowingly facilitateencourage or engage in discussions or negotiations with, (b) solicit or entertain any inquiry knowingly encourage the making, submission or the making announcement of any proposal or offer; (b) enter intoby, continue or otherwise participate in any discussions or negotiations; (c) furnish execute, enter into or become bound by any letter of intent, definitive agreement or other Contract or understanding with, or (d) except in the Ordinary Course of Business and not otherwise relating to any Person Acquisition Proposal, provide, disclose or furnish any non-public information or grant to, in each case, any Person access (other than the Buyer and its Affiliates or Governmental Authorities with respect to the Transactions) concerning the Acquired Entities and their propertiesrespective businesses, assets, booksliabilities or employees (in each case, Contracts, personnel or records; or; (d) approve or recommendincluding after giving effect to the Contribution), or propose any purchase of any Contributed Assets or purchase of equity interests of the Acquired Entities (including after giving effect to approve or recommend, or execute or enter intothe Contribution), any letter merger involving the Acquired Entities, any sale of intentall or a substantial portion of the Contributed Assets or assets of the Acquired Entities (including after giving effect to the Contribution) or any consolidation, agreement in principalcombination, merger agreementequity exchange, acquisition agreementliquidation, option agreement dissolution or other Contract any similar transaction or propose, whether publicly or to any director or shareholder, or agree to do series of related transactions involving any of the foregoing for Acquired Entities (including by way of providing or continuing to provide access to the purpose of encouraging Data Room or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part to management of the BusinessAcquired Entities in connection therewith) (each, whether by mergeran “Acquisition Proposal”). No later than one Business Day after the date of this Agreement (or, business transfer agreementsin the case of actions required pursuant to clause (iii) below, purchase no later than three Business Days after the date of assetsthis Agreement), purchase of stockSellers shall (and each shall cause its Affiliates, tender offerincluding the Acquired Entities, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall Representatives to) immediately (i) cease and cause to be terminated any such negotiations, discussion or Contracts and all existing discussions and negotiations with any Person (other than Buyer and its Representatives) conducted heretofore with respect to any Acquisition Proposal, (ii) cause access to the Data Room and management of the Acquired Entities to be terminated for all Persons other than Buyer and its Representatives, and (iii) request each Person that has heretofore executed a confidentiality agreement as a prospective bidder in connection with the Purchaser) process that are resulted in this Agreement, including any such Person who submitted a bid to Sellers or its Representatives in connection with its consideration of an Acquisition Proposal, to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed Acquired Entities in accordance with the SEC. above and terms of their confidentiality agreement; provided, however, that, for the avoidance of doubt, nothing in this Section 5.2 shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If restrict any of the foregoing actions related to any Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesParent Sale.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until During the ClosingPre-Closing Period, the Seller Company shall not, and the Seller shall cause its Affiliates, directors, officers, employees, agents, consultants use reasonable best efforts to ensure that no Acquired Company and other advisors and representatives not to, directly no Representative of any Acquired Company or indirectlyMajor Stockholder shall: (a) solicit, initiate, encourage, solicit or knowingly facilitate, encourage or entertain any inquiry facilitate the initiation or the making submission of any expression of interest, inquiry, proposal or offeroffer from any Person (other than Parent) relating to a possible Acquisition Transaction; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to negotiations or enter into any Person agreement, understanding or arrangement with, or provide any non-public information or grant to, any Person access (other than Parent or its Representatives) relating to their propertiesor in connection with a possible Acquisition Transaction; or (c) accept any proposal or offer from any Person (other than Parent) relating to a possible Acquisition Transaction. The Company shall promptly (and in any event within 24 hours after receipt thereof) give Parent notice orally and in writing of any oral or written inquiry, assetsindication of interest, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions offer or negotiations; in each case regarding request for non-public information relating to a possible Acquisition Transaction that is received by any business combination transaction involving Acquired Company during the Seller or its Affiliates in any other transaction that would result in a Person Pre-Closing Period. Such notice shall include: (i) the material terms and conditions thereof (other than the Purchaser or its Affiliates acquiring all or any part identity of the BusinessPerson making or submitting such inquiry, whether by mergerindication of interest, business transfer agreementsproposal, purchase offer or request) and (ii) an accurate and complete copy of assetsall written materials provided in connection with such inquiry, purchase indication of stockinterest, tender offerproposal, leaseoffer or request, license and any amendments, correspondence and communications related thereto if it is in writing, or otherwise. Each a written summary of the Seller material terms thereof, if it is not in writing. The Company and the Seller’s Affiliates each Acquired Company shall, and shall cause each of their respective Representatives, to immediately cease and cause to be terminated any such negotiationsand all existing activities, discussion or Contracts (other than discussions and negotiations with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed any Person conducted heretofore with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior respect to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesan Acquisition Transaction.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Ca, Inc.)
No Negotiation. 6.6.1 Until the Closing, or the Seller shall nottermination or expiration of this Agreement, neither Corporation nor Shareholder will, and each of Corporation and the Seller shall Shareholder will cause its Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives their respective Representatives not to, directly or indirectly: indirectly (ai) take any action to initiate, assist, solicit, initiatereceive, encouragenegotiate, knowingly facilitateencourage or accept any offer or inquiry from any person to engage in any transaction which contemplates a merger or business combination involving the Corporation or the sale of any stock or assets of the Corporation (except for sales of inventory in the ordinary course of business) (a "Sale Transaction"), or entertain (ii) reach any inquiry agreement or the making of any proposal understanding (whether or offer; (bnot such agreement or understanding is absolute, revocable, contingent or conditional) enter intofor, continue or otherwise participate in any discussions or negotiations; (c) furnish attempt to any Person any non-public information or grant any Person access to their propertiesconsummate, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) aboveSale Transaction. If any of the Seller or any of its AffiliatesRepresentatives receives from any person any offer, directorsinquiry or informational request referred to above, officersSeller will promptly advise such person that it has no interest in such discussion. The parties agree that if Seller breaches this Section 4.05, employeesSeller shall pay to Purchaser, agentsas liquidated damages and not as a penalty, consultants or other advisors and representatives receive, prior to a fee of One Million Dollars ($1,000,000). Until the Closing, any offeror the termination or expiration of this Agreement, proposal or requestneither Purchaser nor its Representatives, will directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: indirectly (i) issuing take any action to initiate, assist, solicit, receive, negotiate, encourage or selling accept any shares of capital stock offer or inquiry from any person to engage in any transaction which contemplates a merger or business combination involving the Purchaser and a direct competitor of the Seller to third parties in one Corporation or more transactions provided that such issuances the acquisition of any stock or sales do not result in assets by the Purchaser of a Change of Control direct competitor of the Seller Corporation (an "Acquisition Transaction"), or (ii) selling reach any agreement or divesting assets of the Other Businessesunderstanding (whether or not such agreement or understanding is absolute, in each case of (irevocable, contingent or conditional) for, or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closingother otherwise attempt to consummate, neither an Acquisition Transaction. If the Purchaser nor or any of its Affiliates Representatives receives from any person any offer, inquiry or informational request referred to above, Purchaser will promptly advise such person that it has no interest in such discussion. The parties agree that if Purchaser breaches this Section 4.05, Purchaser shall enter into any agreements which could reasonably be expected pay to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this AgreementCorporation, as liquidated damages and not as a penalty, a fee of One Million Dollars ($1,000,000).
Appears in 1 contract
No Negotiation. 6.6.1 Until the Closing, except for the customary bona fide preparation process for an initial public offering of the Company consistent with market practice (but subject in all respects to the terms and conditions of Section 6.2 hereof and other applicable provisions and restrictions of this Agreement) (the “IPO Preparation”), the Seller shall (a) will not, and will cause the Seller shall cause Company and its Affiliates, directors, officers, employees, agents, consultants equityholders and other advisors and representatives Representatives not to, directly or indirectly: (ai) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; , (bii) enter into, continue or otherwise participate in any discussions or negotiations; , (ciii) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; , (div) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract Contract, or (v) propose, whether publicly or to any manager, director or shareholderequityholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; , in each case regarding relating to any business combination transaction involving the Seller Company, or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any material part of the Businessbusiness, properties or assets of the Company or any amount of the equity interests of the Company (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, purchase of limited liability company membership interests, tender offer, lease, license or otherwise. Each of , other than with the Seller Purchaser; and the Seller’s Affiliates shall (b) will immediately cease and cause to be terminated (and will cause any of their Affiliates) any such negotiations, discussion or other communication, or Contracts (other than with the Purchaser) that are with respect to the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above foregoing and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (ciii) above. If any of the Company, the Seller or any of its their respective Affiliates, directors, officers, employees, agents, consultants equityholders or other advisors and representatives receiveRepresentatives receives, prior to the Closing, any offer, proposal proposal, request, inquiry or requestother contact, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) abovethis Section 6.5, the Seller and its Affiliates shall will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific material terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 (a) Until the Closingearlier of (x) the Closing and (y) the termination of this Agreement in accordance with Article IX, the Seller shall Company and each of the Principal Stockholders agrees severally that it will not, and the Seller shall cause will not permit any of its Subsidiaries (as applicable), Affiliates, directors, officersofficers or other employees, employeessecurityholders, partners, members, agents, consultants and other advisors and representatives not or representatives, as applicable, to, directly or indirectly: :
(ai) solicit, initiateencourage seek, encourageentertain, knowingly facilitatesupport, assist, initiate or participate in the initiation or submission of any inquiry, proposal, discussion, or entertain offer from any inquiry Person (other than Parent or the making of any proposal an Affiliate thereof or offer; their designees) relating to an Acquisition Transaction;
(bii) enter into, continue disclose or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant information not customarily disclosed to any Person under similar circumstances not involving a proposed Acquisition Transaction concerning the business, assets, technologies, books or records of the Company or afford any Person access to their its properties, assetstechnologies, books, Contracts, personnel books or records; or; records not customarily afforded such access under similar circumstances not involving a proposed Acquisition Transaction (dother than Parent or any Affiliate thereof);
(iii) approve participate in any discussions or recommend, or propose to approve or recommend, or execute negotiations or enter into, into any letter of intent, agreement with any Person relating to or in principal, merger agreement, acquisition agreement, option agreement connection with a proposal or offer made by such Person relating to an Acquisition Transaction; or (iv) assist or cooperate with any Person (other Contract than Parent or propose, whether publicly any Affiliate thereof) to make any proposal or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions accept any proposal or negotiations; in each case regarding offer from any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person (other than the Purchaser or its Affiliates acquiring all Parent or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates Affiliate thereof) relating to an Acquisition Transaction.
(b) The Company shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts agreements (other than with the PurchaserParent) that are the subject matter of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause this Section 7.14.
(c) above. If In the event that the Company, any of the Seller Principal Stockholder, or any of its their respective Affiliates, directors, officersofficers or other employees, employeessecurityholders, partners, members, agents, consultants or other advisors and representatives receiverepresentatives, prior to the Closingas applicable, shall receive any offer, proposal proposal, or request, directly or indirectly, of the type referenced in clause (a)Section 7.14(a) hereof, (b) or (d) above or any request for disclosure or access as referenced in clause (c7.14(a)(ii) abovehereof, the Seller and its Affiliates Company shall (to the extent it has knowledge of the same) (i) immediately suspend or cause to be suspended any discussions with such offeror or Person party with regard to such offers, proposals proposals, or requests requests, and (ii) immediately thereafter, notify the Purchaser Parent thereof, includingwhich notice shall contain (1) the pricing, unless prohibited by applicable Lawterms, information as to conditions and other material provisions of such proposed transaction, (2) the identity of the offeror proposed party or Person making any parties to such offer proposed transaction, and (3) a copy of the written agreement or proposal and other documentation setting forth the terms of the proposed transaction.
(d) The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 7.14 were not performed in accordance with their specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably requestwere otherwise breached. It is accordingly agreed by the parties hereto that Parent shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 7.14 and to enforce specifically the terms and provisions hereof in any court of the U.S. or any state having jurisdiction, this being in addition to any other remedy to which Parent may be entitled at law or in equity. Without limiting the foregoing, it is understood that any violation of the terms restrictions set forth above by any Affiliate, director, officer or other employees, securityholder, agent or representative of the Company shall be deemed to be a breach of this Clause 6.6.1 shall not prevent Agreement by the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesCompany.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Drugstore Com Inc)
No Negotiation. 6.6.1 Until Except as set forth on Section 5.2(a)(i) of the ClosingSeller Disclosure Schedule, from the date of this Agreement until the earlier of Closing or termination of this Agreement in accordance with Section 7.1, the Seller shall notSellers will not (nor will the Sellers permit or authorize, and the Seller shall cause its as applicable, any of their respective Affiliates, managers, directors, officers, employees, agents, consultants and other advisors and representatives not to), directly or indirectly: :
(a) solicit, initiate, encourage, knowingly facilitate, or entertain encourage any inquiry or the making of any proposal or offer; ;
(b) enter into, continue or otherwise participate in any discussions or negotiations, or enter into any Contract; or
(c) furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing and records for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller Sellers or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any part of the Businessbusiness, properties or Intellectual Property of the Sellers or any amount of the equity interests of the Sellers (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stockequity interests, tender offer, lease, license or otherwise, other than with the Purchaser. Each of the Seller and the Seller’s Affiliates shall The Sellers will immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller Sellers or any of its their Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receivereceives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (db) above or any request for disclosure or access as referenced in clause (c) above, the such Seller and its Affiliates shall will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Lawto the extent such Seller is legally permitted to do so, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It request and Seller is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller legally permitted to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third partiesdisclose.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until the Closing, Closing the Seller shall not, and the Seller shall cause its respective Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not to, directly or indirectly: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or; or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
No Negotiation. 6.6.1 Until During the ClosingPre-Closing Period, the Seller shall not, and the Seller shall cause neither Electrum nor any of its respective Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not towill, directly or indirectly: :
(a) solicitSolicit, initiate, encourage, knowingly facilitate, initiate or entertain encourage any inquiry or the making of any proposal or offer; ;
(b) enter Enter into, continue or otherwise participate in any discussions or negotiations, or enter into any Contract; or
(c) furnish Furnish to any Person any non-public information or grant any Person access to their its properties, assets, books, Contracts, personnel or records; or; (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing and records for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller any Electrum Company or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring to acquire all or any material part of the Businessbusiness, properties or Intellectual Property of any Electrum Company or any amount of the capital stock of any Electrum Company (whether or not outstanding), whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise, other than with CrossPoint. Each of the Seller and the Seller’s Affiliates shall The Electrum Companies will immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the PurchaserCrossPoint) that are the subject of clauses (a), ) or (b) or (d) CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. above and shall will immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above. If any Electrum Company, any stockholder of the Seller Electrum or any of its their respective Affiliates, directors, officers, employees, agents, consultants or and other advisors and representatives receivereceives, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (db) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall Electrum Company or such stockholder thereof, as applicable, will immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser CrossPoint thereof, including, unless prohibited by applicable Law, including information as to the identity of the offeror or Person making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request. It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from: (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.
6.6.2 Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract