No Solicitation of Alternative Proposals. (a) Except as expressly permitted in writing by the Investors, from and after the date of this Agreement, none of the Companies shall authorize or permit any of their Subsidiaries or any of the Companies' or the Subsidiaries' directors, officers, employees, representatives, agents and advisors (including any investment banker, financial advisor, attorney, accountant or other representative retained by any of them) (all such parties, "Representatives"), directly or indirectly, to (i) solicit, initiate, or take any other action designed to solicit proposals that constitutes, or would be reasonably expected to lead to, a proposal or offer for a restructuring transaction pursuant to a plan of reorganization, merger, consolidation, transfer or exchange of shares, debt refinancing or similar transaction involving the Companies (collectively, an "Alternative Proposal"), (ii) participate in any substantive discussions or negotiations regarding any Alternative Proposal, except that discussions or negotiations may be held with, and non-public information provided to, any holders of the Senior Notes or other Persons controlled by such holders concerning an Alternative Proposal, or (iii) enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Alternative Proposal. Upon execution of this Agreement, each of the Companies and the Subsidiaries shall immediately cease any existing activities, discussions or negotiations with any parties heretofore conducted with respect to any Alternative Proposal. Notwithstanding anything to the contrary that may be set forth in the foregoing, none of the Companies or any of their Representatives will be precluded from providing information to, or discussing and negotiating with, any Person that is considering making, or has made, an unsolicited bona fide Alternative Proposal. In addition, none of the Companies or any of their Representatives will be precluded from executing an agreement providing for an Alternative Proposal or recommending any such Alternative Proposal to the creditors and stockholders of the Companies, if in the good faith opinion of Pinnacle's Board of Directors (in consultation with its financial advisors) such Alternative Proposal provides a higher transaction value to the Companies than the value of the transaction provided in this Agreement and that Pinnacle's Board of Directors reasonably determines in good faith (after consultation with outside lega...
No Solicitation of Alternative Proposals. (a) Commencing on the date hereof, the Company shall (and shall cause its subsidiaries, Affiliates, Representatives, and subsidiaries’ and Affiliates’ Representatives to) (i) immediately cease and terminate all existing discussions or negotiations, if any, with any Persons conducted prior to the date of this Agreement with respect to or that could reasonably be expected to lead to an Alternative Transaction (as hereinafter defined), (ii) use its commercially reasonable to obtain the destruction of, in accordance with the terms of any applicable confidentiality agreement, any nonpublic information previously furnished by the Company, its subsidiaries or Affiliates, or any of their respective Representatives to any third-party (other than the Excluded Parties) in connection with any Alternative Proposal or any discussions, correspondence or negotiations relating to a potential Alternative Transaction, and prevent any such third-party (other than the Excluded Parties) from accessing any online data rooms containing nonpublic information regarding the Company, and (iii) comply with this Section 6.2.
No Solicitation of Alternative Proposals subsection of ‘‘The Merger Agreement’’ section in this joint proxy and consent solicitation statement/prospectus for more details on circumstances that may constitute an Alternative Proposal, and the associated actions and potential consequences of such circumstances. Certain Stockholders of Xxxxxxx Have Agreed to Affirmatively ‘‘CONSENT’’ to the Merger (Page 119 and Annex C and Annex D) Solus Alternative Asset Management LP (‘‘Solus’’) and South Dakota Investment Council (‘‘SDIC’’), which are currently significant stockholders of Xxxxxxx, collectively holding a majority in voting power of Xxxxxxx’x equity securities, have each entered into separate Voting Agreements with Xxxxxxx and Era, pursuant to which each stockholder has agreed to deliver and duly execute a written consent in favor of the Merger. Such consents are to be executed and delivered within two Business Days following the effectiveness of the registration statement of which this proxy and consent solicitation statement/prospectus forms a part. As of January 23, 2020, the date on which the Voting Agreements were signed, Solus held 3,220,501 shares of Xxxxxxx Common Stock and 1,720,297 shares of Xxxxxxx Preferred Stock and SDIC held 2,783,012 shares of Xxxxxxx Common Stock and 2,018,384 shares of Xxxxxxx Preferred Stock. Pursuant to the Certificate of Designations for the Xxxxxxx Preferred Stock (the ‘‘Xxxxxxx Certificate of Designations’’), with respect to matters submitted to a vote of the holders of Xxxxxxx Common Stock, holders of each share of Xxxxxxx Preferred Stock will be entitled to vote on an ‘‘as-converted’’ basis, which deems each share of Xxxxxxx Preferred Stock to have been converted to 1.33 shares of Xxxxxxx Common Stock. Therefore, for the purpose of approving the Merger, on an as-converted basis, Solus is deemed to hold 5,515,019 shares of Xxxxxxx Common Stock and SDIC is deemed to hold 5,475,116, shares of Xxxxxxx Common Stock, and together they are deemed to hold an aggregate amount of 10,990,135 shares, or 51.2%, of Xxxxxxx Common Stock (the ‘‘Subject Shares’’). The deemed conversion of the Xxxxxxx Preferred Stock for the purpose of voting is distinct from the Preferred Stock Conversion. Pursuant to the Voting Agreements, both Solus and SDIC have agreed not to Transfer (as defined in the Voting Agreements) the Subject Shares without the prior written consent of Xxxxxxx and Era until the earliest of (i) the Effective Time of the Merger, (ii) the date and time of a valid term...
No Solicitation of Alternative Proposals beginning on page 107); ○ the provision of the merger agreement allowing the Bristow Board, prior to obtaining Bristow stockholder approval, to change its recommendation to Bristow stockholders with respect to the adoption of the merger agreement and the transactions contemplated thereby, including the merger, if it determines in good faith, after consultation with its outside legal counsel and financial advisors, that either an acquisition proposal constitutes a Superior Proposal or that failure to make such change in recommendation following an intervening event would be inconsistent with the Bristow directors’ duties under applicable law, subject, in each case, to the obligation to pay Era a termination fee of $9 million, as further described in ‘‘The Merger Agreement—Termination Fee; Expense Fee’’ beginning on page 116;
No Solicitation of Alternative Proposals. (a) Except as set forth in this Section 9.3, neither the Company nor Sea Coast shall, directly or indirectly through any of its officers, directors, employees, financial advisors, investment bankers, attorneys, accountants or other representatives or agents (collectively, "Representatives"), or otherwise, (i) solicit, initiate, facilitate (including by way of furnishing information), seek, assist or encourage the submission of any Alternative Proposal, or (ii) except as determined by the Board of Directors in good faith to be necessary to satisfy the fiduciary duties of the Board of Directors under applicable law, after consultation with outside legal counsel and financial advisors, in response to any bona fide written Alternative Proposal which did not result from a breach of Section 9.3(a)(i), participate in any discussions or negotiations regarding, or furnish to any Person, any information (provided that, prior to furnishing such information, the Company enters into a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement) with respect to, or otherwise cooperate in any way with respect to, any bona fide written Alternative Proposal; provided, however, that pursuant to the Termination Agreement, following the Agreement Effective Date the Company may terminate various "standstill" agreements to which is has bound other parties, but may not otherwise take any of the actions prohibited by this Section 9.3 in respect of such Persons. The Company shall, and shall direct or cause its Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Alternative Proposal.
No Solicitation of Alternative Proposals. Section 4.1 The Securityholder (in such Securityholder’s capacity as such) shall, and shall cause its Affiliates, and its and their respective officers, directors, managers or employees, and shall instruct its and their respective accountants, consultants, legal counsel, financial advisors, agents and other representatives to: (a) immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any Inquiry and (b) not, and not publicly announce any intention to, directly or indirectly, (i) solicit, initiate, knowingly encourage or facilitate any Inquiry (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 4.1), (ii) furnish non-public information to any Person in connection with an Inquiry or an Alternative Proposal or (iii) enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal.
No Solicitation of Alternative Proposals. The merger agreement precludes Starwood and Marriott from soliciting or engaging in discussions or negotiations with a third party with respect to any proposal for a competing transaction, including the acquisition of a significant interest in Starwood’s or Marriott’s capital stock or assets. However, if Starwood or Marriott receives an unsolicited proposal from a third party for a competing transaction that Starwood’s Board or Marriott’s Board, as applicable, among other things, determines in good faith (after consultation with its legal and financial advisors) (i) is reasonably likely to lead to a proposal that is superior to the Combination Transactions and (ii) did not result from a breach of the non-solicitation obligations set forth in the merger agreement, then Starwood or Marriott, as applicable, may furnish non-public information to and enter into discussions with, and only with, that third party and its representatives and financing sources about such competing transaction. For more information on the limitations on Starwood and Marriott and their boards to consider other proposals, see the section entitled “The Merger Agreement—No Solicitation of Alternative Proposals” beginning on page 130. Termination of the Merger Agreement Xxxxxxxx and Xxxxxxxx may mutually agree to terminate the merger agreement before completing the Combination Transactions, even after obtaining stockholder approval. In addition, either Starwood or Marriott may terminate the merger agreement, even after obtaining stockholder approval: • if the Initial Holdco Merger is not consummated by December 31, 2016; • if the approval of the Starwood combination transactions proposal will not have been obtained by reason of the failure to obtain the required vote at a duly convened Starwood stockholders meeting or any adjournment or postponement thereof; • if the approval of the Marriott stock issuance proposal will not have been obtained by reason of the failure to obtain the required vote at a duly convened Marriott stockholders meeting or any adjournment or postponement thereof; • if any legal restraint is in effect preventing the consummation of the Combination Transactions, and such restraint has become final and nonappealable, or if any governmental entity that must grant regulatory approval of the Combination Transactions under the terms of the merger agreement has denied such approval and such denial has become final and nonappealable; or • if the other party has breached or f...
No Solicitation of Alternative Proposals. The merger agreement precludes Starwood and Marriott from soliciting or engaging in discussions or negotiations with a third party with respect to any proposal for a competing transaction, including the acquisition of a significant interest in Starwood’s or Marriott’s capital stock or assets. However, if Starwood or Marriott receives an unsolicited proposal from a third party for a competing transaction that Starwood’s Board or Marriott’s Board, as applicable, among other things, determines in good faith (after consultation with its legal and financial advisors) (i) is reasonably likely to lead to a proposal that is superior to the Combination Transactions and (ii) did not result from a breach of the non-solicitation obligations set forth in the merger agreement, then Starwood or Marriott, as applicable, may furnish non-public information to and enter into discussions with, and only with, that third party and its representatives and financing sources about such competing transaction. For more information on the limitations on Starwood and Marriott and their boards to consider other proposals, see the section entitled “The Merger Agreement—No Solicitation of Alternative Proposals” beginning on page 130.
