Other Bids. The Vivendi Parties, the Company and the Company Subsidiaries shall, effective upon the execution hereof, terminate any discussions or negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, any Other Bid, and shall promptly after the execution hereof request each Person that has executed a confidentiality agreement in connection with its consideration of acquiring the Company or any Company Subsidiary or substantially all the business or assets of the Company or any Company Subsidiary to return or destroy all confidential information furnished to such Person by or on behalf of the Company or any Company Subsidiary. None of Sellers shall, nor shall any Seller authorize or permit the Company, any Company Subsidiary or any of their Representatives to, (i) solicit, initiate or encourage any Other Bid, (ii) enter into any contract with respect to any Other Bid, or (iii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Other Bid. Each Vivendi Party and the Company shall promptly inform Purchaser orally and in writing of any Other Bid that is submitted in writing and the identity of the Person making any such Other Bid. “Other Bid” means any proposal for a merger, sale of securities, sale of substantial assets or similar transaction involving the Company or any Company Subsidiary, other than the Transactions and the acquisition of inventory in the Ordinary Course of Business.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Telefonica Brasil S.A.), Stock Purchase Agreement (Telefonica S A)