Solicitation Period. Subject to applicable law, the Selling Agent shall commence the solicitation of prospective investors as soon as is reasonably practicable following the date on which the Memorandum is approved for release to potential investors by both parties to this Agreement (the “Commencement Date”) and, unless otherwise terminated hereunder, shall continue to solicit investment in the Securities until November 1, 2010.
Solicitation Period. Notwithstanding anything to the contrary set forth in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (Hong Kong time) on the day that is forty (40) days following the date of this Agreement (the “Go-Shop Period End Date”), the Company and its Representatives may (acting under the direction of the Independent Committee) directly or indirectly: (i) solicit, initiate, facilitate and encourage any Acquisition Proposal, including by way of providing access to information to any Person (each, a “Solicited Person”) pursuant to one or more confidentiality agreements containing customary terms and conditions, provided that any material non-public information concerning the Company or its Subsidiaries provided to such Solicited Person shall, to the extent not previously disclosed to Parent or Merger Sub, be disclosed to Parent as promptly as reasonably practicable after it is provided to such Solicited Person; (ii) enter into, continue or otherwise participate in any discussions or negotiations with respect to any Acquisition Proposal or otherwise cooperate with, assist, participate in, facilitate or take any other action in connection with any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal. Within forty-eight (48) hours following the Go-Shop Period End Date the Company shall notify Parent of the material terms and conditions of any Acquisition Proposals (including any amendments or modifications thereof) received from any Excluded Party and the identity thereof. The Company shall immediately cease any discussions with any Person (other than Parent and any Excluded Party) that are ongoing as of the Go-Shop Period End Date and that relate to, or may reasonably be expected to lead to, an Acquisition Proposal, except as otherwise expressly provided in Sections 6.2(b) and 6.2(c).
Solicitation Period. Subject to applicable law, the Solicitation Agent shall commence the solicitation of Offerees as soon as is reasonably practicable following the completion of the Offering Documents for distribution to Offerees and, unless otherwise terminated hereunder, shall continue to solicit participation by the Offerees in the Offering until the expiration date of the Offering in accordance with the Offering Documents (the “Termination Date”). The Issuer and Solicitation Agent contemplate the Termination Date will be September 16, 2016.
Solicitation Period. Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 pm (Eastern time) on the date that is thirty (30) calendar days from the date hereof (such date, the “No-Shop Start Date”), the Company and its Representatives may directly or indirectly: (i) initiate, solicit or encourage the submission of Acquisition Proposals from one or more persons, including by way of providing access to non-public information pursuant to the prior execution of a confidentiality agreement not materially less restrictive of the other party than the Confidentiality Agreement; provided, that the Company shall simultaneously provide to the Buyer any non-public information concerning the Company that is provided to any such person or its Representatives which was not previously provided to the Buyer; and (ii) participate in discussions or negotiations regarding, and 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 Acquisition Proposal.
Solicitation Period. Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York time) on the 31st day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective Representatives, shall have the right to: (i) initiate, solicit and encourage any inquiry or the making of any proposals or offers that constitute Acquisition Proposals, including by way of providing access to non-public information to any Persons pursuant to confidentiality agreements entered into after the date hereof on terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement or, to the extent applicable, pursuant to confidentiality agreements entered into before the date of this Agreement; provided that the Company shall promptly make available to Dimensional and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously made available to Dimensional or Merger Sub; and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations with any Persons or groups of Persons with respect to any Acquisition Proposals or otherwise cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals. Without limiting the foregoing, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York time) on the No-Shop Period Start Date, the Company shall use commercially reasonable efforts to prepare the Proxy Statement in anticipation of filing the Proxy Statement with the SEC as soon as practicable following the No-Shop Period Start Date.
Solicitation Period. Section 4.3(a)......................... 19 SPB.......................................... Section 4.11........................... 25
Solicitation Period. Following the Commencement Date (defined below), the Company shall notify each Agent from time to time as to the commencement of a period during which the Notes may be offered and sold by such Agent (each period, commencing with such a notification and ending at such time as the authorization for offers and sales through such Agent shall have been suspended by the Company or such Agent as provided hereunder, being herein referred to as an "Offering Period").
Solicitation Period. Notwithstanding anything contained herein to the contrary, during the Solicitation Period, SELLER and the SELLER Representatives shall have the right to, directly or indirectly: (i) initiate, solicit and encourage Acquisition Proposals from any Person or Persons, including by way of providing access to non-public information pursuant to one or more confidentiality agreements; and (ii) enter into and maintain discussions or negotiations with respect to Acquisition Proposals or otherwise cooperate with or assist or participate in or facilitate any such discussions or negotiations, including by delivering confidential information regarding any or all of SELLER, its business operations and its assets, including the Premises, to Persons submitting an Acquisition Proposal and their representatives; provided, however, that SELLER shall (i) enter into and maintain one or more customary confidentiality agreements with any Persons solicited hereunder, the terms of which are not materially more favorable to such Person than those in the Confidentiality Letter that SELLER has entered into with BUYER, (ii) if, at any xxxx XXXXXX identifies a Person or Persons from whom it has received an Acquisition Proposal to be a Qualified Purchaser, (A) notify BUYER in writing as promptly as reasonably practicable (and in any event within twenty four (24) hours of making such determination) of the identity of such Qualified Purchaser; and (B) keep BUYER reasonably informed of the status of any discussions with any Qualified Purchaser.
Solicitation Period. Notwithstanding anything contained herein to the contrary, during the Solicitation Period, SELLER and the SELLER Representatives shall have the right to, directly or indirectly: (i) initiate, solicit and encourage Acquisition Proposals from any Qualified Purchasers, including by way of providing access to non-public information pursuant to one or more confidentiality agreements; and (ii) enter into and maintain discussions or negotiations with respect to Acquisition Proposals or otherwise cooperate with or assist or participate in or facilitate any such discussions or negotiations, including by delivering confidential information regarding any or all of SELLER, its business operations and its assets, including the Premises, to Qualified Purchasers and their representatives; provided, however, that SELLER shall (i) enter into and maintain one or more customary confidentiality agreements with any Persons being solicited hereunder, the terms of which are not materially more favorable to such Person than those in the Confidentiality Letter that SELLER has entered into with BUYER, (ii) notify BUYER in writing as promptly as reasonably practicable (and in any event within twenty four
Solicitation Period. Notwithstanding anything in this Agreement to the contrary, prior to the earlier of (i) December 31, 2012, (ii) the Closing or (iii) the termination of this Agreement, the Company may (acting through a special committee if such committee exists): (i) furnish information or data to any third party purchaser for a proposed sale of the Assets or other assets in order to raise proceeds of at least $1.1 million (a “Competing Proposal”), (ii) participate in discussions or negotiations with such party regarding such Competing Proposal; and (iii) subject to the approval of the Board of Directors, enter into, and enter into, a definitive agreement containing a Competing Proposal (a "Superior Agreement"), but only if (a) such Competing Proposal constitutes a Superior Proposal (as defined below), (b) the Company shall have provided written notice to Buyer (a “Notice of Superior Proposal”) advising Buyer that the Company has received a Superior Proposal, specifying in writing the true and complete final terms and conditions of such Superior Proposal and identifying the Person making such Superior Proposal, (c) Buyer does not, within five Business Days of Buyer’s receipt of the Notice of Superior Proposal make an offer that the Board of Directors of the Company (acting through a special committee if such committee exists) determines in good faith to be more favorable to the Company's stockholders (in their capacities as stockholders) than such Superior Proposal, and (d) simultaneously with Buyer failing to make the offer described in clause (c) above in the time allotted or the Board of Directors (acting through a special committee if such committee exists) making the determination required by clause (c) above that any such offer of Buyer is not more favorable to the Company's stockholders (in their capacities as stockholders) than such Superior Proposal, as applicable, this Agreement is terminated pursuant to Section 16D(v). "Superior Proposal" means any bona fide written Competing Proposal made by a third party, which the Board of Directors of the Company (acting through a special committee if such committee exists) determines in good faith (A) is or would result in a transaction that if consummated would be more favorable to the stockholders of the Company (in their capacity as stockholders) from a financial point of view than the sale of Assets contemplated hereby, taking into account all of the terms and conditions of such proposal and of this Agreement (including...
