Acquisition Proposals; No Solicitation. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each Equity Holder agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of its Subsidiaries shall, and that it shall not authorize or permit its or its Subsidiaries’ Employees, stockholders, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the making, submission or announcement of, any offer or proposal for an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Acquisition Proposal or transaction contemplated thereby. Each Equity Holder and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, “
Acquisition Proposals; No Solicitation. Stockholder will notify Parent and Sub immediately following Stockholder’s becoming aware of any Acquisition Proposal being received by, or, in connection with any Acquisition Proposal, any information being requested from or any negotiations or discussions being sought to be initiated or continued with, Stockholder or Stockholder’s Representatives, if any, which notice shall include the identity of the Person making such information request or Acquisition Proposal and the material terms and conditions of such Acquisition Proposal or information request. Stockholder shall not, nor shall it authorize or permit any of his, her or its Representatives to, directly or indirectly, (A) initiate, solicit, propose or encourage (including by providing information), or take any other action designed to, or which is reasonably expected to, facilitate, any Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or (C) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide to any Person any information or data concerning the Company or any Subsidiary of the Company relating to, or otherwise cooperate with, any proposal that constitutes, or is reasonably expected to lead to, any Acquisition Proposal. Stockholder shall, and shall cause its Representatives to, immediately cease all discussions and negotiations with any Person that may be ongoing with respect to any proposal that constitutes, or is reasonably expected to lead to, any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished. “Representatives” means, with respect to Stockholder, any Subsidiary of such Stockholder and such Stockholder’s and each of its Subsidiaries’ directors, officers, employees, investment bankers, financial advisors, attorneys, accountants and other advisors, agents and representatives.
Acquisition Proposals; No Solicitation. From the date hereof until the earlier of the termination of this Agreement or the Effective Time, OPTA shall not, and will direct each officer, director, representative and agent of OPTA and each OPTA Subsidiary not to, (a) directly or indirectly, encourage, solicit, or initiate any inquiries regarding or the submission from any corporation, partnership, person or other entity or group (other than ACQUIROR or an affiliate or an associate of ACQUIROR) concerning any offers or proposals for any merger, sale of all or substantially all of the assets of, or a tender offer for all or substantially all of the OPTA Shares, or similar transactions involving OPTA or any OPTA Subsidiary (an “Acquisition Proposal”); (b) except as permitted below, participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes any Acquisition Proposal; or (c) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Notwithstanding the foregoing, OPTA may, (i) refer any party to this Section 5.2, (ii) directly or indirectly, furnish information and access, in response to unsolicited requests therefor to any corporation, partnership, person or other entity or group, and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to appropriate confidentiality agreements, and may participate in discussions and negotiations concerning any Acquisition Proposal if the board of directors determines in its good faith judgment, after consultation with its financial advisors and legal counsel, that the Acquisition Proposal is, or reasonably could result in, a Superior Proposal (as defined below), and (iii) to the extent applicable, comply with Rule 14e-2 or 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. OPTA shall promptly notify ACQUIROR if it shall, on or after the date hereof, have entered into a confidentiality agreement with any third party in response to any unsolicited request for information and access in connection with a possible Acquisition Proposal involving such party. “Superior Proposal” means any Acquisition Proposal having terms that the board of directors determines in its good faith judgment, after having consulted with its financial advisor and legal counsel, to ...
Acquisition Proposals; No Solicitation. (a) Subject to Section 6.03(b) and Section 6.03(c), until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Section 8.01:
Acquisition Proposals; No Solicitation. Stockholder agrees that any discussions, negotiations or other actions by Stockholder with respect to any Acquisition Proposal will be undertaken by Stockholder solely in Stockholder’s capacity as a director or officer of the Company, and any such actions with respect to any Acquisition Proposal shall be governed by the terms and conditions of the Merger Agreement.
Acquisition Proposals; No Solicitation. From the date hereof until the earlier of the termination of this Agreement or the Effective Time, EKCO shall not, and will direct each affiliate, officer, director, representative and agent of EKCO and its affiliates not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with any corporation, partnership, person or other entity or group (other than ACQUIROR or an affiliate or an associate of ACQUIROR) or take any other action to facilitate, any inquiry or the making of any proposal or offer which constitutes, or may reasonably be expected to lead to, an offer or proposal for any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving EKCO or any of the EKCO Subsidiaries, or any purchase or sale of more than 15% of the assets (including stock of the EKCO Subsidiaries) of EKCO and the EKCO Subsidiaries taken as a whole, or any purchase or sale of, or tender or exchange offer for, more than 15% of the equity securities of EKCO or any of the EKCO Subsidiaries (an "Acquisition Proposal") or furnish to any other person any information with respect to its business, properties or assets in connection with any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. In addition, EKCO shall, and shall cause each affiliate, officer, director, representative and agent of EKCO to, immediately cease any existing discussions or negotiations, or other activities referred to in the immediately preceding sentence, with any person conducted heretofore with respect to any of the foregoing matters referred to in the immediately preceding sentence. Notwithstanding the foregoing, EKCO may, (i) refer any party to this Section 5.2, (ii) directly or indirectly, furnish information and access, in response to unsolicited requests therefor to any corporation, partnership, person or other entity or group that has made a Superior Proposal (as defined below) and to any investment banker, financial advisor, attorney, accountant or other representative retained by such party, pursuant to an appropriate confidentiality agreement and may participate in discussions and negotiations concerning any such Superior Proposal if the Board of Directors determines in its good faith judgment, after receiving and based upon a...
Acquisition Proposals; No Solicitation. Stockholder agrees that any discussions, negotiations or other actions by Stockholder with respect to any Acquisition Proposal will be undertaken by Stockholder solely in Stockholder’s capacity as a director or officer of the Company, and any such actions with respect to any Acquisition Proposal shall be governed by the terms and conditions of the Merger Agreement. For the avoidance of doubt, the Trusts shall not take undertake any actions described in the foregoing sentence that Stockholder is not permitted to undertake, and Stockholder agrees not to use the Trusts as a means to circumvent this Section 6.
Acquisition Proposals; No Solicitation. Stockholder will notify Parent and Sub immediately following Stockholder’s becoming aware of any Acquisition Proposal being received by, or, in connection with any Acquisition Proposal,
Acquisition Proposals; No Solicitation. Stockholder shall not, nor will it permit MDI or any of their respective directors, officers, employees or agents to, directly or indirectly: (a) solicit, initiate, encourage or participate in any negotiations or discussions with respect to any offer or proposal to, directly or indirectly, acquire all or a substantial portion of the business or properties, or any of the capital stock or securities, of MDI or any of its Subsidiaries, whether by merger, consolidation, share exchange, business combination, purchase of assets, lease of assets, exchange of assets, pledge of assets, other disposition of assets or otherwise (an "Acquisition Transaction"); or (b) except as required by law, disclose to any Person, other than Buyer or its agents, any information not customarily disclosed concerning the business, assets, liabilities, properties and personnel of MDI and its Subsidiaries, or afford to any Person other than Buyer and its agents access to the properties, books or records of MDI and its Subsidiaries. If Stockholder or MDI receives any offer or proposal, written or otherwise, of the type referred to above, Stockholder shall promptly inform Buyer of such offer or proposal and furnish Buyer with a copy thereof if such offer or proposal is in writing.
Acquisition Proposals; No Solicitation. (a) Each of the Company and Parent shall, and each shall cause its Subsidiaries, and each shall use commercially reasonable efforts to cause its and their respective Representatives, to (i) immediately cease and terminate any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to, or that would reasonably be expected to lead to, a Company Acquisition Proposal or a Parent Acquisition Proposal and (ii) immediately instruct such Person (and any of such Person’s Representatives) to promptly return or destroy all confidential information concerning the Company and its Subsidiaries (in the case of the Company) or Parent and its Subsidiaries (in the case of Parent).
