Prohibited Negotiations. (i) Except with respect to this Agreement and the transactions contemplated hereby, no Acquired Corporation Company nor any affiliate thereof nor any investment banker, attorney, accountant, or other representative (collectively, 28 “Representatives”) retained by an Acquired Corporation Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s Board of Directors, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, and each Acquired Corporation Company shall direct and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoing, but Acquired Corporation may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its fiduciary duties as advised in writing by counsel to such Board of Directors. Acquired Corporation shall promptly notify Buyer orally and in writing in the event that any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal and, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Buyer conducted heretofore with respect to any of the foregoing.
Prohibited Negotiations. (a) Seller agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its subsidiaries or affiliates, nor any of the officers and directors of it or its subsidiaries or affiliates shall, and that it shall cause its and its subsidiaries’ and affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal.
Prohibited Negotiations. 93 12.8 Survival................................................... 93 12.9 Arbitration................................................ 94 12.10
Prohibited Negotiations. Prior to the Closing Date or the termination ---------------------------- of this Agreement, Sellers will not, and will cause their respective Affiliates, directors, officers, employees and representatives not to, solicit, encourage or respond to inquiries or proposals with respect to, or furnish any information relating to or participate in any negotiations or discussions concerning, any acquisition or purchase of all or substantially all of the stock, the assets of, or of a substantial equity interest in, or any business combination with, any of the Alaska Entities, other than as contemplated by this Agreement, and Sellers shall notify Buyer immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with any Seller or Alaska Entity.
Prohibited Negotiations. Buyer and Seller shall abide by the following provisions regarding prohibited negotiations:
Prohibited Negotiations. Subsequent to the execution of the Agreement, and prior to the Closing Date of the Agreement, neither the Seller nor Xxxxxxxx shall solicit or encourage inquiries or proposals with respect to or furnish any information relating to or participate in any negotiations or discussions concerning, any sale or conveyance of the Property or any acquisition or purchase of all or a substantial portion of the assets of Seller or of a equity interest in Seller, or any business combination with Seller. Seller and/or Xxxxxxxx hereby agree to advise Buyer of any contact from any third party regarding the acquisition of the Property or the acquisition or other investment in Seller or of any contact which would relate to the transactions contemplated by this Agreement.
Prohibited Negotiations. Except in connection with the sale of the Xxxxxx Energy Shares to the Purchaser pursuant hereto or as otherwise consented to by the Purchaser in writing, until the earlier of the expiry of the Interim Period or the termination of this Agreement in accordance with the terms hereof, the Vendor shall ensure that neither the Vendor nor any of their Affiliates, nor any of their respective agents and representatives, shall:
Prohibited Negotiations. 82 12.7 SURVIVAL........................................................83 12.8 ATTORNEY FEES...................................................83 12.9 NOTICES.........................................................84 12.10 AMENDMENT.......................................................85 12.11
Prohibited Negotiations. Prior to the consummation of the Stock Sale or the termination of this Agreement, PHI will not, and will cause its respective Affiliates, directors, officers, employees and representatives not to, solicit, encourage or respond to inquiries or proposals with respect to, or furnish any information relating to or participate in any negotiations or discussions concerning, any acquisition or purchase of all or substantially all of the stock, the assets of, or of a substantial equity interest in, or any business combination with, any of the PTI Entities, other than as contemplated by this Agreement, and PHI shall notify Century immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with either PHI or any PTI Entity.
Prohibited Negotiations. Until the termination of this Agreement, neither Southern nor any of Southern's directors or officers (or any person representing any of the foregoing) shall solicit or encourage inquiries or proposals with respect to, furnish any information relating to or participate in any negotiations or discussions concerning, any acquisition or purchase of all or of a substantial portion of the Assets of, or of a substantial equity interest in, Southern or any business combination involving Southern or any Southern Company other than as contemplated by this Agreement. Southern will notify BancGroup immediately if any such inquiries or proposals are received by Southern, if any such information is requested from Southern, or if any such negotiations or discussions are sought to be initiated with Southern, and Southern shall instruct Southern's officers, directors, agents or affiliates or their subsidiaries to refrain from doing any of the above; provided, however, that nothing contained herein shall be deemed to prohibit any officer or director of Southern from fulfilling his fiduciary duty or from taking any action that is required by Law.
