Common use of Non-Solicitation of Alternative Transactions Clause in Contracts

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller shall not, and Seller shall cause its Affiliates not to, and shall cause its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any proposal to acquire or purchase any capital stock of, or merger consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities or the Xxx Xxxxxx Business, (ii) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, furnish any non-public information relating to the Xxx Xxxxxx Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx Business to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Person other than Buyer and its Affiliates to make such a proposal, (iii) enter into any agreement with any party other than the Buyer and its Affiliates with respect to such a proposal, or (iv) authorize any of the foregoing actions.

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have has been terminated in accordance with its terms, Seller each Moneda Shareholder shall not, and Seller each Moneda Shareholder shall cause its Affiliates the Company, the Acquired Companies and their Subsidiaries not to, and shall cause direct its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors their Agents not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly encourage or facilitate or encourage the submission of any proposal to acquire or purchase any capital stock of, or concerning a merger consolidation, combination, sale of assetsall or any material portion of the assets of, reorganization or similar transaction involving involving, the Transferred Entities Acquired Companies or the Xxx Xxxxxx BusinessBusiness (an “Acquisition Proposal”), (ii) (A) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, (B) furnish any non-public information relating to the Xxx Xxxxxx Acquired Companies or the Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx Business to, or (C) otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, in each case of this clause (ii), any Person Person, other than Buyer PIL and its Affiliates to make such a proposalAffiliates, in connection with making an Acquisition Proposal, (iii) enter into any agreement with any party other than the Buyer PIL and its Affiliates with respect to such a proposal, an Acquisition Proposal or (iv) authorize any of the foregoing actions.

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller Parent shall not, and Seller Parent shall cause the Company and its other controlled Affiliates not to, and shall cause direct its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or knowingly encourage the submission of any proposal to acquire or purchase any capital stock of, or merger consolidation, combination, sale of assetsall or any material portion of the assets of, reorganization or similar transaction involving involving, the Transferred Entities Acquired Companies or the Xxx Xxxxxx BusinessBusiness (an “Acquisition Proposal”), (ii) (A) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, (B) furnish any non-public information relating to the Xxx Xxxxxx Acquired Companies or the Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx Business to, or (C) otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, in each case of this clause (ii), any Person other than Buyer and its Affiliates to make such a proposalin connection with making an Acquisition Proposal, (iii) enter into any agreement with any party other than the Buyer and its Affiliates with respect to such a proposalan Acquisition Proposal, or (iv) authorize any of the foregoing actions.

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller shall not, and Seller shall cause its Affiliates not to, and shall cause its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any proposal to acquire or purchase any capital stock of, or merger consolidation, combination, sale of assets, reorganization or similar transaction involving the Transferred Entities or the Xxx Xxxxxx ETFs Business, (ii) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, furnish any non-public information relating to the Xxx Xxxxxx ETFs Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx ETFs Business to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Person other than Buyer and its Affiliates to make such a proposal, (iii) enter into any agreement with any party other than the Buyer and its Affiliates with respect to such a proposal, or (iv) authorize any of the foregoing actions.

Non-Solicitation of Alternative Transactions. (a) Unless and until this Agreement will have been terminated in accordance with its terms, Seller Member and the Company shall not, and Seller shall cause its Parent not to, and Member and Parent shall cause their respective Affiliates not to, and shall cause direct its and its Affiliates’ officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or agents, advisors and representatives (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or knowingly encourage the submission of any proposal to acquire or purchase any capital stock ofequity interest in the Company, or merger merger, consolidation, combination, sale of assetsall or any material portion of the assets of, reorganization or similar transaction involving involving, the Transferred Entities Company or the Xxx Xxxxxx Business, other than the Transactions (an “Acquisition Proposal”), (ii) (A) enter into or participate in any discussions or negotiations with or authorize any financial advisor or other Person to solicit or participate in discussions or negotiations with, (B) furnish any non-public information relating to the Xxx Xxxxxx Company or the Business (other than as to the existence of these provisions) or afford access to the business, employees, properties, assets, books or records of the Xxx Xxxxxx Business to, or (C) otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, in each case of this clause (ii), any Person other than Buyer Acquiror and its controlled Affiliates to make in connection with such a proposalPerson making an Acquisition Proposal, (iii) enter into any agreement with any party other than the Buyer Acquiror and its controlled Affiliates with respect to such a proposalan Acquisition Proposal, or (iv) authorize any of the foregoing actions.