Common use of Acquisition Proposal Clause in Contracts

Acquisition Proposal. After the Date of this Agreement, neither Seller nor any Affiliate of Seller (including the Transferred Companies) will itself, nor will Seller or any Affiliate of Seller (including the Transferred Companies) authorize or permit any equityholder, partner, manager, officer, director or employee of, or any investment banker, attorney, accountant or other representative or advisor of Seller or any Affiliate of Seller (including the Transferred Companies) to, directly or indirectly, (a) solicit, initiate or encourage the submission of any Acquisition Proposal; or (b) participate in any negotiations or any material discussions regarding, or furnish to any Person any information with respect to, or agree to or endorse, or take any other action to facilitate any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, Seller will (i) cease and terminate, and will cause its Affiliates (including the Transferred Companies) to cease and terminate, any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal and (ii) instruct their and their Affiliates' equityholders, partners, members, officers, directors, employees, investment bankers, attorneys, accountants and any other representatives and advisors to cease and terminate any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal.

Acquisition Proposal. After the Date of this Agreement, neither Neither Seller nor any Affiliate of either Seller (including the Transferred Companies) will shall itself, nor will shall either Seller or any Affiliate of either Seller (including the Transferred Companies) authorize or permit any equityholder, partner, manager, officer, director or employee of, or any investment banker, attorney, accountant or other representative or advisor of either Seller or any Affiliate of Seller (including the Transferred Companies) to, directly or indirectly, (a) solicit, initiate or encourage the submission of any Acquisition Proposal; or (b) participate in any negotiations or any material discussions regarding, or furnish to any Person any information with respect to, or agree to or endorse, or take any other action to facilitate any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, Seller Sellers will (i) cease and terminate, and will cause its their Affiliates (including the Transferred Companies) to cease and terminate, any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal and (ii) instruct their and their Affiliates' equityholders, partners, members, officers, directors, employees, investment bankers, attorneys, accountants and any other representatives and advisors to cease and terminate any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal.

Acquisition Proposal. After the Date of this AgreementAgreement until the Termination Date, neither Seller nor any Affiliate of Seller (including the Transferred Subject Companies) will itself, nor will Seller or any Affiliate of Seller (including the Transferred Subject Companies) authorize or permit any equityholder, partner, manager, officer, director or employee of, or any investment banker, attorney, accountant or other representative or advisor of Seller or any Affiliate of Seller (including the Transferred Subject Companies) to, directly or indirectly, (a) solicit, initiate or encourage the submission of any Acquisition Proposal; or (b) participate in any negotiations or any material discussions regarding, or furnish to any Person any information with respect to, or agree to or endorse, or take any other action to facilitate any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, Seller will (i) cease and terminate, and will cause its Affiliates (including the Transferred Subject Companies) to cease and terminate, any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal and (ii) instruct their and their Affiliates' equityholders, partners, members, officers, directors, employees, investment bankers, attorneys, accountants and any other representatives and advisors to cease and terminate any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal.

Acquisition Proposal. After Between the Date date of this AgreementAgreement and the earlier of the Closing Date or the termination of this Agreement pursuant to Article IX hereof, neither Seller nor shall not sell, transfer, hypothecate or grant any Affiliate other Encumbrance upon any of the Deco Shares or agree to do so. In addition, between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement pursuant to Article IX hereof, Seller (including the Transferred Companies) will itselfnot, nor and will Seller or any Affiliate of Seller (including the Transferred Companies) not authorize or permit any equityholderof the Deco Companies or any of the officers or directors of any of the Deco Companies to, partner, manager, officer, director or employee of, or and will not authorize and will use Seller's reasonable efforts to not permit any investment banker, financial advisor, attorney, accountant accountant, employee or other representative or advisor of agent retained by Seller or any Affiliate of Seller (including the Transferred Companies) to, directly or indirectly, (a) solicit, initiate Deco Companies to solicit or encourage the submission of any Acquisition Proposal; or (b) participate in any negotiations or any material discussions regarding, or furnish to any Person any information with respect tomaking of, or agree to or endorse, or take any other action to facilitate endorse any Acquisition Proposal (as defined below), or participate in any inquiries discussions or the negotiations, or provide any other Person with any nonpublic information, relating to any such proposal, except that Seller may advise any Person making of any such proposal that constitutes, or may reasonably be expected Seller cannot discuss the proposal due to lead to, the pendency of the transactions contemplated herein (but without disclosing any Acquisition Proposal. Immediately after of the execution and delivery of this Agreement, Seller will (i) cease and terminate, and will cause its Affiliates (including the Transferred Companies) to cease and terminate, any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal and (ii) instruct their and their Affiliates' equityholders, partners, members, officers, directors, employees, investment bankers, attorneys, accountants and any other representatives and advisors to cease and terminate any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal.terms of

Acquisition Proposal. After (a) Until the Date earlier of (x) the Closing or (y) the termination of this AgreementAgreement pursuant to Section 8.1 hereof, neither Seller nor any Affiliate of Seller (including the Transferred Companies) will itselfLivingSocial shall not, nor will Seller or any Affiliate of Seller (including the Transferred Companies) and shall not authorize or permit any equityholder, partner, manager, officer, director or employee ofof its Subsidiaries, or any investment bankerof its or its Subsidiaries’ respective officers, attorneydirectors, accountant consultants, advisors, employees, agents or other representative or advisor of Seller or any Affiliate of Seller representatives (including the Transferred Companieseach, an “LS Representative”) to, directly or indirectly, (ai) solicit, initiate or knowingly encourage the submission of any Acquisition Proposal; or (bii) participate in any negotiations or any material discussions regarding, or furnish to any Person any information with respect to, or agree to or endorse, or knowingly take any other action to facilitate any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, Seller LivingSocial will (iA) cease and terminate, and will cause its Affiliates (including the Transferred Companies) to cease and terminate, terminate any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal and (iiB) instruct their and their Affiliates' equityholders, partners, members, officers, directors, employees, investment bankers, attorneys, accountants and any other representatives and advisors the LS Representatives to cease and terminate any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal.

Acquisition Proposal. After Until the Date earlier of this Agreement(a) Closing and (b) the date, neither Seller nor if any, on which the board of directors of Purchaser determines not to give its recommendation to the shareholders of Purchaser of the approval of all resolutions required to be passed in order for the Purchaser Shareholder Approval to be obtained or to withdraw or modify such recommendation, or when Purchaser has announced its intention to make such a determination, none of Seller, any Affiliate of Seller (including the Transferred Companies) will itself, nor will Seller or any Affiliate of Seller (including the Transferred Companies) authorize or permit any equityholder, partner, manager, officer, director or employee of, or any investment banker, attorney, accountant or other advisor or representative or advisor of of, Seller or any Affiliate of Seller (including the Transferred Companies) towill, directly or indirectly, indirectly (ai) solicit, initiate or encourage the submission of any competing offer for the purchase of the Company or any Company Subsidiary or the purchase of all or any portion of the securities or assets (including by merger, recapitalization, consolidation or in any other form of transaction) of the Company or any Company Subsidiary ("Acquisition Proposal; ") or (bii) participate in any negotiations negotiate or any material discussions regardingotherwise respond to, other than decline to enter into such negotiations, or furnish to any Person any non-public information with respect to, to the Company or agree to or endorse, any Company Subsidiary (or take any other action action) to facilitate facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing in this Section 5.22 shall prohibit Seller, the Company or any Company Subsidiary from taking any action otherwise permitted to be taken pursuant to Section 5.1(a)(viii). Immediately after In the execution and delivery event of this Agreementany inquiry about the possibility of making an Acquisition Proposal or Acquisition Proposal (or request for non-public information about the Company or any Company Subsidiary by any Person who is reasonably believed by Seller to be considering making an Acquisition Proposal), Seller will (i) cease and terminateshall provide prompt written notice to Purchaser of its receipt of such inquiry, and will cause its Affiliates (including the Transferred Companies) to cease and terminate, any existing activities, discussions or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposal and (ii) instruct their and their Affiliates' equityholdersor request; provided, partners, members, officers, directors, employees, investment bankers, attorneys, accountants and that Seller shall have no obligation to disclose to Purchaser any other representatives and advisors to cease and terminate any existing activities, discussions terms or negotiations with any Person(s) conducted heretofore with respect to any possible Acquisition Proposalthe identity of the inquiring party.

Acquisition Proposal. After From the Date date of this AgreementAgreement until the earlier of (a) the Closing and (b) the date of termination of this Agreement in accordance with Section 7.1, neither Seller nor any Affiliate of Seller (including the Transferred Companies) will itselfCompany shall not, nor will Seller or shall it permit any Affiliate of Seller (including the Transferred Companies) its Subsidiaries to, nor shall it authorize or permit any equityholder, partner, manager, officer, director or employee of, or any investment banker, attorney, accountant or other representative or advisor of Seller or any Affiliate of Seller (including the Transferred Companies) its Representatives acting on its behalf to, directly or indirectly, (ai) solicit, initiate initiate, negotiate, endorse or encourage knowingly encourage, or knowingly facilitate any inquiries or the submission making of any an Acquisition Proposal; or , (bii) participate in any discussions, negotiations or any material discussions other communications regarding, or furnish to any other Person any information with respect to, or agree to otherwise knowingly cooperate in any way, assist or endorseparticipate in, or take any other action to knowingly facilitate any Acquisition Proposal or any inquiries or encourage the making of submission of, any proposal that constitutes, or may could reasonably be expected to lead to, an Acquisition Proposal (iii) enter into any agreement with respect to any Acquisition ProposalProposal or enter into any agreement requiring it to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or (iv) or resolve, agree or propose to do any of the foregoing. Immediately after The Company and the execution and delivery of this Agreement, Seller will (i) cease and terminateOEG Subsidiaries shall, and will shall cause its Affiliates and their respective officers, directors or employees or any Affiliate, investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries (including the Transferred Companiescollectively, “Representatives”) to to, immediately cease and terminate, any all existing activities, discussions discussions, negotiations or negotiations other communications with any Person(s) Persons conducted heretofore with respect to any possible Acquisition Proposal of the foregoing, and (ii) instruct their shall promptly terminate access to any information furnished or made available to any Persons other than Purchaser and their Affiliates' equityholders, partners, members, officers, directors, employees, investment bankers, attorneys, accountants and any other representatives and advisors its Affiliates prior to cease and terminate any existing activities, discussions or negotiations with any Person(s) conducted heretofore the date hereof with respect to any possible Acquisition Proposalof the foregoing.