No Solicitation of Competing Transactions. Neither the Company nor any Subsidiary shall, directly or indirectly, through any officer or director or any agent acting at the Company's authorization or direction, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action knowingly to facilitate, any inquiries about or the making of any proposal that the Company enter into any Competing Transaction (as defined below), or enter into, maintain or have discussions or negotiate with any person in furtherance of such inquiries or to obtain or seek to obtain a Competing Transaction, or agree to, recommend or endorse any Competing Transaction or withdraw or modify, or propose publicly to withdraw or modify, its recommendation set forth in Section 1.02(a) hereof, or authorize or permit any person to take any such action, and the Company shall notify Parent orally (within one (1) business day) and in writing (as promptly as practicable) after receipt by any officer or director of the Company or any Subsidiary or any investment banker, financial advisor, agent or attorney retained by the Company or any Subsidiary, of any inquiry concerning, or proposal for, a Competing Transaction, or of any request for non-public information relating to the Company or any of its Subsidiaries either in connection with such an inquiry or proposal or when such request for non-public information could reasonably be expected to lead to such a proposal; provided, however, that nothing contained in this Section 6.05 or any other provision hereof shall prohibit the Board of Directors of the Company from, (i) at any time prior to the acceptance for payment by Purchaser of the Shares, furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited, bona
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Signal Technology Corp), Agreement and Plan of Merger (Crane Co /De/)
No Solicitation of Competing Transactions. (a) The Company and its affiliates shall, and shall cause their respective officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties with respect to any Competing Transaction (as defined below) and shall seek to have returned to the Company any confidential information that has been provided in any such discussions or negotiations. Neither the Company nor any Subsidiary shall, directly or indirectly, through any officer officer, director, agent or director or any agent acting at the Company's authorization or directionotherwise, initiate, solicit or knowingly intentionally encourage (including by way of furnishing non-public information or assistance), or take any other action knowingly to intentionally facilitate, any inquiries about or the making of any proposal that the Company enter into constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below)Transaction, or enter into, maintain or have into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain or seek to obtain a Competing Transaction, or agree to, recommend to or endorse any Competing Transaction or withdraw or modify, or propose publicly to withdraw or modify, its recommendation set forth in Section 1.02(a) hereofTransaction, or authorize or permit any person to take any such actionof the officers, and the Company shall notify Parent orally (within one (1) business day) and in writing (as promptly as practicable) after receipt by any officer directors or director employees of the Company or any Subsidiary or any investment banker, financial advisor, attorney, accountant or other agent or attorney retained by representative of the Company or to take any Subsidiary, of any inquiry concerning, or proposal for, a Competing Transaction, or of any request for non-public information relating to the Company or any of its Subsidiaries either in connection with such an inquiry or proposal or when such request for non-public information could reasonably be expected to lead to such a proposalAction; provided, however, that nothing contained in this Section 6.05 or any other provision hereof 5.3 shall -------- ------- ----------- prohibit the Board of Directors of the Company fromCompany, before the consummation (or, if the Offer is consummated and extended, the initial consummation) of the Offer, from (i) at any time prior to the acceptance for payment by Purchaser of the Shares, furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bonabona fide written proposal to acquire the Company pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that the proposal would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the transactions contemplated by this Agreement, (B) the Board of Directors of the Company further determines in good faith after consultation with its financial adviser and outside counsel that the proposal is as likely to be consummated, taking into account the legal, financial, regulatory, and other aspects of such proposal, as the transactions contemplated hereby, and, after consultation with its outside counsel, that the failure to do so would cause the Board of Directors of the Company to breach its fiduciary duties to the Company or its stockholders under applicable law (any such proposal, a "Superior Proposal"), ----------------- (C) no information is so furnished, and no such discussions or negotiations are held, prior to the execution by the receiving party and the Company of a confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement (as defined in Section 6.3 below), ----------- and (D) such actions are not in violation of this Agreement, or (ii) complying with Rule 14e- 2 promulgated under the Exchange Act with regard to a tender or exchange offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kaplan Inc), Agreement and Plan of Merger (Kaplan Inc)
No Solicitation of Competing Transactions. Neither the Company nor any Subsidiary shall, directly or indirectly, including through any officer officer, director, employee, stockholder, investment banker, financial advisor, agent or director or any agent acting at the Company's authorization or directionattorney, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action knowingly to facilitate, any inquiries about or the making of any proposal that the Company enter into any Competing Transaction (as defined below), or enter into, maintain or have discussions or negotiate with any person in furtherance of such inquiries or to obtain or seek to obtain a Competing Transaction, or agree to, recommend or endorse any Competing Transaction or withdraw or modify, or propose publicly to withdraw or modify, its recommendation set forth in Section 1.02(a) 3.19 hereof, or authorize or permit any person to take any such action, and the Company shall notify Parent orally (within one (1) business calendar day) and in writing (as promptly as practicable) after receipt by any officer or director of the Company or any Subsidiary or any investment banker, financial advisor, agent or attorney retained by the Company or any Subsidiary, of any inquiry concerning, or proposal for, a Competing Transaction, or of any request for non-public information relating to the Company or any of its Subsidiaries either in connection with such an inquiry or proposal or when such request for non-public information could reasonably be expected to lead to such a proposal; , provided, however, that nothing contained in this Section 6.05 or any other provision hereof shall prohibit the Board of Directors of the Company from, from (i) at any time prior to the acceptance for payment by Purchaser of the SharesEffective Time, furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited, bonabona fide proposal for a Competing Transaction, if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with independent legal counsel (who may be the Company's regularly engaged independent legal counsel), determines in good faith that failure to take such action would constitute a breach of the fiduciary duties of the Board of Directors of the Company to the Company's stockholders under applicable Law, and, solely with respect to entering into such discussions or negotiations, the Board of Directors of the Company determines in good faith, based on the advice of its financial advisors, that such Competing Transaction is or is reasonably likely to be more favorable to the Company's stockholders, from a financial point of view, than the Merger and the other transactions contemplated hereby and (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Company (x) provides at least two (2) business days prior written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person and provides in such notice, in reasonable detail, the identity of the person making such proposal and the terms and conditions of such proposal, (y) provides Parent with all information to be provided to such person which Parent has not previously been provided, and (z) receives from such person an executed confidentiality agreement in reasonably customary form and having terms no less favorable to the Company than those contained in the Confidentiality Agreement; (ii) complying with Rule 14e-2 (and any associated obligation under Rule 14D-9) promulgated under the Exchange Act with regard to a third party tender or exchange offer, provided, however, that the Board of Directors of the Company shall not recommend acceptance of such tender or exchange offer unless, the Board of Directors of the Company, after consultation with independent legal counsel (who may be the Company's regularly engaged independent legal counsel), determines in good faith that failure to take such action would constitute a breach of the fiduciary duties of the Board of Directors of the Company to the Company's stockholders under applicable Law; (iii) referring any third party to this Section 6.05 or making a copy of this Section 6.05 available to any third party; or (iv) failing to make or withdrawing or modifying its recommendation in Section 3.19 hereof following the making of an unsolicited, bona fide proposal relating to a Competing Transaction if the Board of Directors of the Company, after consultation with independent legal counsel (who
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lecroy Corp), Agreement and Plan of Merger (Computer Access Technology Corp)
No Solicitation of Competing Transactions. Neither (a) From the Company nor any Subsidiary shalldate hereof until the Closing or such earlier date on which this Agreement may be terminated in accordance with its terms, Seller shall not, and shall cause each of the Acquired Companies and Related Consolidated Entities and its and their respective Representatives not to, directly or indirectly: (a) initiate, through solicit, or encourage any officer or director proposal or any agent acting at the Company's authorization or direction, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action knowingly to facilitate, any inquiries about or the making of any proposal inquiry that the Company enter into any Competing Transaction (as defined below), or enter into, maintain or have discussions or negotiate with any person in furtherance of such inquiries or to obtain or seek to obtain a Competing Transaction, or agree to, recommend or endorse any Competing Transaction or withdraw or modify, or propose publicly to withdraw or modify, its recommendation set forth in Section 1.02(a) hereof, or authorize or permit any person to take any such action, and the Company shall notify Parent orally (within one (1) business day) and in writing (as promptly as practicable) after receipt by any officer or director of the Company or any Subsidiary or any investment banker, financial advisor, agent or attorney retained by the Company or any Subsidiary, of any inquiry concerning, or proposal for, a Competing Transaction, or of any request for non-public information relating to the Company or any of its Subsidiaries either in connection with such an inquiry or proposal or when such request for non-public information could may reasonably be expected to lead to any proposal concerning the sale of any Acquired Company or Related Consolidated Entity or any business thereof (whether by way of merger, purchase of equity interests, purchase of assets, or otherwise) or a sale of any material Assets of the Acquired Companies and Related Consolidated Entities, taken as a whole, or any transaction the consummation of which would be inconsistent with or interfere with or prevent, or materially delay, in any way whatsoever, the consummation of the Transactions (each, a “Competing Transaction”); or (b) hold any discussions or enter into any Contracts or other arrangements with, or provide any information or respond to, any third party concerning a proposed Competing Transaction or cooperate in any way with, agree to, assist or participate in, solicit, consider, entertain, facilitate, or encourage any effort or attempt by any third party to do or seek any of the foregoing. If at any time from the date hereof until the Closing, or such earlier date on which this Agreement may be terminated in accordance with its terms, Seller, any Affiliate thereof or any of its and their respective Representatives is approached in any manner by a proposal; providedthird party concerning a Competing Transaction, howeverSeller shall promptly, that nothing contained and in any event within three Business Days of such contact, inform such third party of the restrictions set forth in this Section 6.05 or any other provision hereof shall prohibit the Board of Directors of the Company from, (i) at any time prior to the acceptance for payment by Purchaser of the Shares, furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited, bona5.14.
Appears in 2 contracts
Samples: Equity Purchase Agreement, Equity Purchase Agreement (Davita Inc.)
No Solicitation of Competing Transactions. (a) Neither ----------------------------------------- the Company nor any Subsidiary shall, directly or indirectly, through any officer officer, director, agent or director or any agent acting at the Company's authorization or directionotherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action knowingly to facilitatefacilitate knowingly, any inquiries about or the making of any proposal that the Company enter into constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into, into or maintain or have continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain or seek to obtain a Competing Transaction, or agree to, recommend to or endorse any Competing Transaction or withdraw or modify, or propose publicly to withdraw or modify, its recommendation set forth in Section 1.02(a) hereofTransaction, or authorize or permit any person of the officers, directors or employees of the Company or any Subsidiary or any investment banker, financial advisor, attorney, accountant or other agent or representative of the Company or any Subsidiary to take any such action, and the Company shall notify Parent orally (within one (1) three business daydays) and in writing (as promptly as practicable) after receipt by of all of the relevant details relating to any officer inquiry or director of proposal which the Company or any Subsidiary or any such officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or attorney retained by representative may receive relating to any of such matters and which the Company or any Subsidiary, of any inquiry concerning, or proposal for, a Competing Transaction, or of any request for non-public information relating to the Company or and any of its Subsidiaries either in connection with officers or directors has knowledge of, and if such an inquiry or proposal is in writing, the Company shall deliver to Parent a copy of such inquiry or when such request for non-public information could reasonably be expected to lead to such a proposal; provided, however, that nothing contained in this Section 6.05 or any other provision hereof shall prohibit -------- ------- the Company or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, (ii) referring any third party to this Section 6.05 or making a copy of this Section 6.05 available to any third party, or (iii) failing to make or withdrawing or modifying its recommendation referred to in Section 6.01(a) following the making of a proposal that constitutes, or may reasonably be expected to lead to, a Competing Transaction if the Board of Directors of the Company, after consultation with independent legal counsel (who may be the Company's regularly engaged independent legal counsel), determines in good faith that such action is necessary for the directors of the Company to comply with their fiduciary duties to the Company or its stockholders under applicable law, or (iv) terminating this Agreement and the transactions contemplated hereby in accordance with Section 8.01(g) hereof. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party. For purposes of this Agreement, "Competing Transaction" shall mean any of the following involving the Company or --------------------- any Subsidiary: (i) at any time prior to the acceptance for payment by Purchaser merger, consolidation, share exchange, recapitalization, business combination, or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 15% or more of the Sharesassets of the Company and the Subsidiaries, furnishing information totaken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for 15% or more of the shares of Company Class A Stock or Company Class B Stock or the filing of a registration statement under the Securities Act in connection therewith; (iv) any person having acquired beneficial ownership or the right to acquire beneficial ownership of, or entering into discussions any "group" (as such term is defined under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) having been formed which beneficially owns or negotiations withhas the right to acquire beneficial ownership of, 15% or more of the shares of Company Class A Stock or Company Class B Stock; or (v) any person that makes an unsolicitedpublic announcement of a proposal, bonaplan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.
Appears in 1 contract
No Solicitation of Competing Transactions. Neither (a) Except as expressly permitted in writing by the Company Investors, the Companies shall not, nor shall they authorize or permit any Subsidiary shallof the 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), directly or indirectly, through any officer or director or any agent acting at the Company's authorization or directionto (i) solicit, initiate, solicit or knowingly encourage (including by way of furnishing non-public information nonpublic information), respond to (other than by bare statement, without any further detail or assistanceexplanation, that they are not permitted to respond), or take any other action knowingly designed to facilitate, any inquiries about or the making of any proposal that with respect to any merger, consolidation, transfer of substantial assets, sale or exchange of shares or similar transaction (except as set forth in Section 6.7 of the Company enter into any Disclosure Letter) (collectively, a "Competing Transaction (as defined belowTransaction"), or enter into, maintain or have (ii) participate in any substantive discussions or negotiate with any person in furtherance of such inquiries or to obtain or seek to obtain a Competing Transaction, or agree to, recommend or endorse negotiations regarding any Competing Transaction or withdraw (iii) enter into any letter of intent, agreement in principle, acquisition agreement or modifyother similar agreement related to any Competing Transaction. Upon execution of this Agreement, the Companies and the Subsidiaries shall immediately cease any existing activities, discussions or negotiations with any parties heretofore conducted with respect to any of the foregoing. Notwithstanding the foregoing, the Companies will not be precluded from providing information to, or propose publicly to withdraw or modifydiscussing, its recommendation set forth in Section 1.02(a) hereofnegotiating and executing agreements with, or authorize or permit any person or entity that makes a written proposal pursuant to take any which such actionother person or entity would (i) make a significant equity investment in the Companies, and the Company shall notify Parent orally (within one (1ii) business day) and in writing (as promptly as practicable) after receipt by any officer acquire all or director a substantial portion of the Company assets of the Companies or any Subsidiary or any investment banker(iii) acquire the Companies, financial advisor, agent or attorney retained by the Company or any Subsidiary, of any inquiry concerning, or proposal for, a Competing Transaction, or of any request for non-public information relating if and to the Company or any of its Subsidiaries either in connection with such an inquiry or proposal or when such request for non-public information could reasonably be expected to lead to such a proposal; provided, however, extent that nothing contained in this Section 6.05 or any other provision hereof shall prohibit the Board Boards of Directors of the Company from, Companies reasonably determine in good faith (iafter consultation with outside counsel) at any time prior that they are required to the acceptance for payment do so by Purchaser of the Shares, furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited, bonatheir fiduciary duties.
Appears in 1 contract
Samples: Securities Purchase Agreement (Wyndham International Inc)
No Solicitation of Competing Transactions. Neither (a) From the Company nor any Subsidiary shalldate hereof until the Closing or such earlier date on which this Agreement may be terminated in accordance with its terms, the Sellers shall not, and shall cause each of their respective Affiliates, including the Conveyed Entities and its and their respective representatives not to, directly or indirectly: (a) initiate, through solicit, or encourage any officer or director proposal or any agent acting at the Company's authorization or direction, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action knowingly to facilitate, any inquiries about or the making of any proposal inquiry that the Company enter into any Competing Transaction (as defined below), or enter into, maintain or have discussions or negotiate with any person in furtherance of such inquiries or to obtain or seek to obtain a Competing Transaction, or agree to, recommend or endorse any Competing Transaction or withdraw or modify, or propose publicly to withdraw or modify, its recommendation set forth in Section 1.02(a) hereof, or authorize or permit any person to take any such action, and the Company shall notify Parent orally (within one (1) business day) and in writing (as promptly as practicable) after receipt by any officer or director of the Company or any Subsidiary or any investment banker, financial advisor, agent or attorney retained by the Company or any Subsidiary, of any inquiry concerning, or proposal for, a Competing Transaction, or of any request for non-public information relating to the Company or any of its Subsidiaries either in connection with such an inquiry or proposal or when such request for non-public information could may reasonably be expected to lead to such a proposal; provided, however, that nothing contained in this Section 6.05 any proposal concerning the sale of any of the Conveyed Entities or any other provision hereof shall prohibit the Board business thereof (whether by way of Directors merger, purchase of equity interests, purchase of assets, or otherwise) or a sale of any material assets of any of the Company fromConveyed Entities, or any transaction the consummation of which would be inconsistent with or interfere with or prevent, or materially delay, in any way whatsoever, the consummation of the Transactions (ieach, a “Competing Transaction”); or (b) hold any discussions or enter into any Contracts or other arrangements with, or provide any information or respond to, any third party concerning a proposed Competing Transaction or cooperate in any way with, agree to, assist or participate in, solicit, consider, entertain, facilitate, or encourage any effort or attempt by any third party to do or seek any of the foregoing. If at any time prior to from the acceptance for payment by Purchaser date hereof until the Closing, or such earlier date on which this Agreement may be terminated in accordance with its terms, any of the Shares, furnishing information to, or entering into discussions or negotiations withSellers, any person that makes an unsolicitedof their respective Affiliates (including the Conveyed Entities) or any of its and their respective representatives is approached in any manner by a third party concerning a Competing Transaction, bonaSellers shall promptly, and in any event within 48 hours, notify Buyer in writing of the such approach.
Appears in 1 contract
No Solicitation of Competing Transactions. (a) Neither the Company nor any Subsidiary shall, directly or indirectly, through any officer officer, director, agent or director or any agent acting at the Company's authorization or directionotherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action knowingly to facilitatefacilitate knowingly, any inquiries about or the making of any proposal that the Company enter into constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into, into or maintain or have continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain or seek to obtain a Competing Transaction, or agree to, recommend to or endorse any Competing Transaction or withdraw or modify, or propose publicly to withdraw or modify, its recommendation set forth in Section 1.02(a) hereofTransaction, or authorize or permit any person of the officers, directors or employees of the Company or any Subsidiary or any investment banker, financial advisor, attorney, accountant or other agent or representative of the Company or any Subsidiary to take any such action, and the Company shall notify Parent orally (within one (1) three business daydays) and in writing (as promptly as practicable) after receipt by of all of the relevant details relating to any officer inquiry or director of proposal which the Company or any Subsidiary or any such officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or attorney retained by representative may receive relating to any of such matters and which the Company or any Subsidiary, of any inquiry concerning, or proposal for, a Competing Transaction, or of any request for non-public information relating to the Company or and any of its Subsidiaries either in connection with officers or directors has knowledge of, and if such an inquiry or proposal is in writing, the Company shall deliver to Parent a copy of such inquiry or when such request for non-public information could reasonably be expected to lead to such a proposal; provided, however, that nothing contained in this Section 6.05 or any other provision hereof shall prohibit the Company or its Board of Directors from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, (ii) referring any third party to this Section 6.05 or making a copy of this Section 6.05 available to any third party, or (iii) failing to make or withdrawing or modifying its recommendation referred to in Section 6.01(a) following the making of a proposal that constitutes, or may reasonably be expected to lead to, a Competing Transaction if the Board of Directors of the Company, after consultation with independent legal counsel (who may be the Company's regularly engaged independent legal counsel), determines in good faith that such action is necessary for the directors of the Company to comply with their fiduciary duties to the Company or its stockholders under applicable law, or (iv) terminating this Agreement and the transactions contemplated hereby in accordance with Section 8.01(g) hereof. The Company agrees not to release any third party from, (i) at or waive any time prior to the acceptance for payment by Purchaser of the Shares, furnishing information to, or entering into discussions or negotiations withprovision of, any person that makes an unsolicited, bonaconfidentiality or standstill agreement to which the
Appears in 1 contract
No Solicitation of Competing Transactions. Neither (a) From the Company nor any Subsidiary shalldate hereof until the Closing or such earlier date on which this Agreement may be terminated in accordance with its terms, the Sellers shall not, and shall cause each of their respective Affiliates, including the Conveyed Entities and its and their respective representatives not to, directly or indirectly: (a) initiate, through solicit, or encourage any officer or director proposal or any agent acting at the Company's authorization or direction, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action knowingly to facilitate, any inquiries about or the making of any proposal inquiry that the Company enter into any Competing Transaction (as defined below), or enter into, maintain or have discussions or negotiate with any person in furtherance of such inquiries or to obtain or seek to obtain a Competing Transaction, or agree to, recommend or endorse any Competing Transaction or withdraw or modify, or propose publicly to withdraw or modify, its recommendation set forth in Section 1.02(a) hereof, or authorize or permit any person to take any such action, and the Company shall notify Parent orally (within one (1) business day) and in writing (as promptly as practicable) after receipt by any officer or director of the Company or any Subsidiary or any investment banker, financial advisor, agent or attorney retained by the Company or any Subsidiary, of any inquiry concerning, or proposal for, a Competing Transaction, or of any request for non-public information relating to the Company or any of its Subsidiaries either in connection with such an inquiry or proposal or when such request for non-public information could may reasonably be expected to lead to such a proposal; provided, however, that nothing contained in this Section 6.05 any proposal concerning the sale of any of the Conveyed Entities or any other provision hereof shall prohibit the Board business thereof (whether by way of Directors merger, purchase of equity interests, purchase of assets, or otherwise) or a sale of any material assets of any of the Company fromConveyed Entities, or any transaction the consummation of which would be inconsistent with or interfere with or prevent, or materially delay, in any way whatsoever, the consummation of the Transactions (ieach, a “Competing Transaction”); or (b) hold any discussions or enter into any Contracts or other arrangements with, or provide any information or respond to, any third party 74 concerning a proposed Competing Transaction or cooperate in any way with, agree to, assist or participate in, solicit, consider, entertain, facilitate, or encourage any effort or attempt by any third party to do or seek any of the foregoing. If at any time prior from the date hereof until the Closing, or such earlier date on which this Agreement may be terminated in accordance with its terms, any of the Sellers, any of their respective Affiliates (including the Conveyed Entities) or any of its and their respective representatives is approached in any manner by a third party concerning a Competing Transaction, Sellers shall promptly, and in any event within 48 hours, notify Buyer in writing of the such approach. (b) To the extent the Sellers and its Affiliates have not previously done so, the Sellers shall, or shall cause their respective Affiliates (including the Conveyed Entities) to, promptly after the public announcement of the entry into this Agreement, request that each Person (other than Buyer and its representatives) that has executed a confidentiality agreement with any of the Sellers or its Affiliates (including any of the Conveyed Entities) in connection with its consideration of a Competing Transaction (the “Business NDAs”) to promptly return or destroy any confidential information to the acceptance for payment by Purchaser extent related to the Conveyed Entities furnished to such Person in connection with its consideration of a Competing Transaction in accordance with the terms of the Sharesapplicable Business NDA. To the extent the Sellers and their Affiliates have not previously done so, furnishing information the Sellers shall, or shall cause their respective Affiliates to, or entering into discussions or negotiations withpromptly after the date hereof, revoke the access of any Person other than the Sellers, Buyer and their respective Affiliates and representatives to any data room established in connection with a Competing Transaction to the extent the information contained therein relates to the Conveyed Entities. The Sellers agree not to release, and to cause their Affiliates not to release, any person that makes an unsolicited, bonathird party from the confidentiality provisions of any Business NDA and to enforce the confidentiality provisions of the Business NDAs (to the extent related to the Conveyed Entities) to the extent reasonably requested by Buyer. Section 5.25
Appears in 1 contract
Samples: Iii Stock Purchase Agreement
