Common use of Other Potential Acquirers Clause in Contracts

Other Potential Acquirers. Each Stockholder (i) shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or any of its subsidiaries or any business combination with the Company or any of its subsidiaries, in his or her capacity as such, and (ii) from and after the date hereof until termination of the Merger Agreement in accordance with its terms, shall not, in its or his capacity as a stockholder of the Company, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any such transaction or acquisition, or agree to or endorse any such transaction or acquisition, or authorize or permit any of each Stockholder's agents to do so, and each Stockholder shall promptly notify Parent of any proposal and shall provide a copy of any such written proposal and a summary of any oral proposal to Parent immediately after receipt thereof (and shall specify the material terms and conditions of such proposal and identify the person making such proposal) and thereafter keep Parent advised of any development with respect thereto.

Appears in 4 contracts

Samples: Stockholders' Agreement (Ion Beam Applications S A), Stockholders' Agreement (Ion Beam Applications S A), Stockholders' Agreement (Sterigenics International Inc)

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Other Potential Acquirers. Each Pursuant to the Stockholders' Agreement, each Selling Stockholder shall (i) shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore on or before June 10, 1999, with respect to any acquisition of all or any material portion of the assets of, or any equity interest in, the Company or any of its subsidiaries or any business combination with the Company or any of its subsidiaries, in his or her capacity as such, a stockholder of the Company; and (ii) from and after June 10, 1999, until the date hereof until termination of the Merger Agreement in accordance with its termsAgreement, shall not, in its or his capacity as a stockholder of the Companysuch capacity, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any such transaction or acquisition, or agree to or endorse any such transaction or acquisition, or authorize or permit any of each Stockholder's the Selling Stockholders' agents to do so, and each Selling Stockholder shall promptly notify Parent of any proposal and shall provide a copy of any such written proposal and a summary of any oral proposal to Parent immediately after receipt thereof (and shall specify the material terms and conditions of such proposal and identify the person making such proposal) and thereafter keep Parent advised of any development with respect thereto.

Appears in 1 contract

Samples: Merger Agreement (Ion Beam Applications S A)

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