No Solicitation. (a) Prior to the Expiration Date, each Shareholder (in its capacity as a shareholder of the Company) shall not, and shall cause (if applicable) each of its Affiliates and its and their respective directors, officers or employees not to, and shall use its reasonable best efforts to cause its and their other Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage, or knowingly facilitate any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal, or the making or consummation thereof, (ii) other than to inform any Person of the existence of the provisions contained in this Section 2.1, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information in connection with, or enter into any Contract or other agreement or understanding with respect to, any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal, or (iii) resolve or agree to do any of the foregoing; provided that nothing herein shall prohibit any Shareholder or any of its Affiliates or Representatives from participating in any discussions or negotiations with respect to such Shareholder’s willingness to enter into a voting agreement in connection with an Acquisition Proposal to the extent that the Company becomes permitted to take the actions set forth in clause (i) and clause (ii) of Section 5.02(b) of the Merger Agreement with respect to such Acquisition Proposal. Other than subject to the proviso in the foregoing sentence, from and after the execution of this Agreement, each Shareholder shall, and shall cause (if applicable) each of its Affiliates and direct its and their respective Representatives to immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal.
No Solicitation. (a) The Company shall, and shall cause each of its Subsidiaries, and shall cause their respective officers, directors, representatives and agents (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (collectively, “Company Representatives”) to, immediately cease any existing discussions or negotiations, if any, with any Third Party that may be ongoing with respect to an Acquisition Proposal and will use its best efforts to cause all Persons other than Parent who have been furnished with confidential information regarding the Company in connection with the solicitation of or discussions regarding an Acquisition Proposal within the 12 months prior to the date hereof promptly to return or destroy such information. The Company agrees not to, and to cause its Subsidiaries not to, release any third party from the confidentiality and stand still provisions of any agreement to which the Company or its Subsidiaries is a party or becomes a party, and will immediately take all steps necessary to terminate any approval that may have heretofore been given under any such provisions authorizing any Person to make an Acquisition Proposal, unless the Company Board reasonably determines in good faith that such Acquisition Proposal is, or is reasonably likely to be, a Superior Proposal. The Company shall not, and shall not authorize or permit any of its Subsidiaries or any Company Representative to, directly or indirectly, (i) solicit, initiate or knowingly encourage an Acquisition Proposal, (ii) furnish or disclose to any Third Party non-public information with respect to an Acquisition Proposal, (iii) negotiate or engage in substantive discussions with any Third Party with respect to an Acquisition Proposal or (iv) enter into any agreement (whether or not binding) or agreement in principle with respect to an Acquisition Proposal; provided, however, that at any time prior to the consummation of the Offer, in response to a bona fide written Acquisition Proposal that was not solicited by the Company, its Subsidiaries or any Company Representative and which the Company Board reasonably determines in good faith, after consulting with its financial advisors and legal counsel, constitutes, or is reasonably likely to constitute, a Superior Proposal, the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its officers, directors, employees, accountants...
No Solicitation. (a) From and after the date hereof, the --------------- Texas Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountants or other representatives retained by it or any of its Subsidiaries to, directly or indirectly through another Person, solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiry, offer, proposal or agreement with respect to an Alternative Transaction (as hereinafter defined); provided however, that if, at any time prior to obtaining the Requisite Texas Holder Approvals, the Board of Directors of the Texas Company determines in good faith, based on advice from outside counsel and its financial advisors, that providing such information or participating in such negotiations or discussions is required to prevent the Board of Directors of the Texas Company from breaching their fiduciary duties to the Texas Company's shareholders under applicable Law, the Board of Directors of the Texas Company may, in response to any proposal that has been determined by it to be a Texas Company Superior Proposal (as hereinafter defined), that was not solicited by it and that did not otherwise result from a breach of this Section 5.12(a), and subject to the Texas Company giving the Delaware Company at least two business days written notice of its intention to do so, (x) furnish information with respect to the Texas Company and its Subsidiaries to any Person pursuant to a customary confidentiality agreement containing terms no less restrictive than the terms of the Confidentiality Agreement, provided that a copy of all such information is delivered simultaneously to the Delaware Company, and (y) participate in negotiations regarding such proposal. The Texas Company shall promptly notify the Delaware Company orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal (including a copy thereof, if in writing, and all other documentation and any related correspondence) and the identity of the person making such request or proposal. The Texas Company will keep the Delaware Company reasonably informed of the status and details (including amendments or proposed amendments) of such request or proposal on a current basis. Th...
No Solicitation. (a) Unless this Agreement is terminated in accordance with the terms hereof, Holopak, Foilmark and their respective Subsidiaries shall not, nor shall any of Holopak, Foilmark or any of their respective Subsidiaries, direct any of their respective officers, directors, employees, representatives, agents or Affiliates (including, without limitation, any investment banker, attorney or accountant retained by Holopak or Foilmark or any of their respective Subsidiaries), to, directly or indirectly, initiate, solicit or encourage (including by way of furnishing non-public information), or enter into, or maintain or continue discussions or negotiate with any Person in furtherance of, an Acquisition Transaction (as defined below); provided, however, that nothing herein shall prohibit the Board of Directors of Holopak or Foilmark, as the case may be, from furnishing information to, or entering into discussions or negotiations with, any Person (other than an Affiliate of Holopak or Foilmark, as the case may be) that makes an unsolicited written proposal for an Acquisition Transaction after the date hereof, if the Board of Directors of Holopak or Foilmark, as the case may be, after consultation with and based upon the advice of outside legal counsel, determines in good faith that the failure to engage in such negotiations or discussions, or to disclose such non-public information, would be a breach of the Board of Directors of Holopak's or Foilmark's, as the case may be, fiduciary duties under applicable Law, and prior to taking such action, Holopak or Foilmark, as the case may be, provides written notice to the other within twenty-four (24) hours of receipt of any such proposal to the effect that it is taking such action (which notice shall identify the nature and material terms of the proposal). Holopak or Foilmark, as the case may be, shall promptly deliver to the other a copy of any Acquisition Transaction Proposal and promptly notify the other of any indication that any Person is considering making an Acquisition Transaction Proposal or of any request for non-public information relating to Holopak or Foilmark, as the case may be, or their respective subsidiaries, or for access to the properties, books or records of Holopak or Foilmark, as the case may be, or their respective Subsidiaries, by any Person that may be considering making, or has made, an Acquisition Transaction Proposal and shall keep the other fully and timely informed of the status of the same.
No Solicitation. In consideration of the substantial expenditure of time, effort and money to be undertaken by Acquiror and MailKey in connection with the transactions contemplated by this Agreement, neither MailKey or any of their respective Affiliates on the one hand nor Acquiror, Sub or Acquiror Shareholder on the other hand, will, prior to the Closing directly or indirectly, through any officer, director, agent or otherwise: (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or entity relating to any acquisition or purchase of assets of or any equity interest in the other party or any Affiliate thereof or any tender offer (including a self-tender offer), exchange offer, merger, consolidation, business combination, sale of a substantial amount of assets or sale of securities, liquidation, dissolution or similar transaction involving the other party or its Affiliates (a "Transaction Proposal"); (b) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any other Person or entity any information with respect to the business, properties or assets of the other party or its Affiliates in connection with a Transaction Proposal; or (c) 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 a Transaction Proposal; provided, however, that the foregoing shall not prohibit Acquiror from (x) furnishing information concerning Acquiror and its businesses, properties or assets pursuant to an appropriate confidentiality agreement to a third party who has made an unsolicited Transaction Proposal and/or (y) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, but, in each case referred to in the foregoing clauses (x) and (y), only to the extent that the board of directors of Acquiror shall have concluded in good faith, after consulting with and considering the advise of outside counsel, that such action is required by the board of directors of Acquiror in the exercise of its fiduciary duties to the stockholders of Acquiror. Each party shall promptly notify the other party if any such proposal or offer, or any inquiry or contact with any Person or entity with respect thereto is made. Notwithstanding the foregoing, if either party terminates this Agreement, upon the other party's satisfaction of any obligation owing to the terminating party, th...
No Solicitation. (a) For purposes of this Agreement, (i) an “
No Solicitation. Such Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, and shall not publicly announce any intention to, directly or indirectly (a) solicit, initiate or knowingly facilitate, knowingly induce or encourage (including by providing information, cooperation or assistance) any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Acquisition Proposal, (b) other than informing Persons of the provisions contained in this Section 4.5, enter into, continue or otherwise participate in any discussions or negotiations regarding any Alternative Acquisition Proposal or (c) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether or not binding) with respect to an Alternative Acquisition Proposal. Such Shareholder shall, and shall cause each of its Affiliates and its and their respective directors, officers and employees to, and shall direct each of the Representatives of the Company and its Affiliates to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any Person conducted prior to the date of this Agreement. Such Shareholder shall as promptly as practicable (and in any event within twenty-four (24) hours) notify Buyer of any Alternative Acquisition Proposal, or any request for information or inquiry that such Shareholder reasonably believes could lead to or contemplates an Alternative Acquisition Proposal, which notification shall include (i) a copy of the applicable written Alternative Acquisition Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Acquisition Proposal, request or inquiry) (including in each case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Acquisition Proposal, request or inquiry.
No Solicitation. From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to its terms, the Company and its subsidiaries shall not, nor shall they authorize or permit any of their respective officers and directors (or affiliates of any of such officers or directors), affiliates, or employees or any investment banker, attorney, accountant or other advisor or representative retained by the Company or any subsidiaries (collectively, “Representatives”) to directly or indirectly: (i) solicit, initiate, or knowingly encourage, facilitate or induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal (as defined in Section 5.4(g)(i)) with respect to the Company or any subsidiary, (ii) participate in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or knowingly facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal with respect to the Company or any subsidiary, (iii) engage in discussions with any person with respect to any Acquisition Proposal with respect to the Company or any subsidiary, except as to the existence of these provisions and to the extent specifically permitted pursuant to Section 5.4(d), (iv) approve, endorse or recommend any Acquisition Proposal with respect to the Company or any subsidiary (except to the extent specifically permitted pursuant to Section 5.4(d)), or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby with respect to the Company or any subsidiary. The Company 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.
No Solicitation. From and after the related Closing Date, the Seller agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on the Seller's behalf, to personally, by telephone or mail (via electronic means or otherwise), solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is understood and agreed that the Seller, or any of its respective affiliates:
No Solicitation. (a) Subject to Section 5.3(c), at all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall not, nor shall they authorize or permit any of their respective directors, officers or other employees, controlled Affiliates, or any investment banker, attorney or other authorized agent or representative retained by any of them (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, knowingly encourage, or knowingly facilitate or assist (including by way of providing information), any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) participate or engage in any discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives) regarding any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (iii) enter into any merger agreement, purchase agreement, letter of intent or similar agreement with respect to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 5.3(c)), (iv) release or waive any provision of, or fail to enforce any confidentiality agreement, standstill or similar agreement to which the Company or any of its Subsidiaries is a party, or (v) resolve, publicly propose or agree to do any of the foregoing. The Company and its Subsidiaries shall cease all existing discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any proposal that constitutes or could reasonably be expected to lead to any Acquisition Proposal. Promptly after the date of this Agreement, the Company will request that each Person (if any) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Acquisition Proposal promptly return to the Company or destroy all non-public documents and materials furnished by the Company or any of its Representatives to such Person pursuant to the terms of such confidentiality agreement and immediately terminate all physical and electronic data room access relating to a potential Acquisition Proposal previously granted to any such Person. Notwithstanding anything to the contrary contained in this Agreement, the Co...
