Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GP Investments Acquisition Corp.), Agreement and Plan of Merger (GP Investments Acquisition Corp.)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit Any offer or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with by any Person with respect toor group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or provide any non-public information or data concerning other business combination involving the Company or any of its Subsidiaries subsidiaries or divisions of any of the foregoing, or any proposal or offer to acquire in any Person relating tomanner, an Acquisition Proposal directly or afford to any Person access to indirectly, a significant equity interest in, or a substantial portion of the businessassets of, properties, assets or personnel of the Company or any of its Subsidiaries in connection with subsidiaries, other than pursuant to the transactions contemplated by this Agreement, is hereby defined as an "ACQUISITION PROPOSAL". Neither the Company nor the Company Bank shall, nor shall it permit any of its officers, directors, affiliates, representatives or agents to, directly or indirectly, (a) take any action to solicit, initiate or encourage any Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (vb) otherwise knowingly facilitate participate in any such inquiries, proposals, discussions, discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to make facilitate an Acquisition Proposal. From and after the date hereof, the Company and its officers subsidiaries and directors shallall officers, directors, employees of, and the Company shall instruct all investment bankers, attorneys and cause the Company’s representativesother advisors and representatives of, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries subsidiaries shall cease doing any of the foregoing. Notwithstanding the foregoing, the Company or any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any written Acquisition Proposal made after the date hereof, not recommend shareholder approval of the Merger and terminate this Agreement (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or encouraged such Acquisition Proposal), if the board of directors of the Company or any such Person shall have determined based upon the written advice of outside counsel reasonably acceptable to the Buyer (which shall in any event include Brooxx Xxxxxx XxXexxxx Xxxxxxxx & Xeonxxx, X.L.P.) that failing to take such action would violate the directors' fiduciary duties under applicable law. Unless this Agreement has been terminated, the board of directors of the Company shall take notify the Buyer immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep the Buyer promptly advised of all reasonable necessary actions Material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Unless this Agreement has been terminated, neither the Company nor any of its subsidiaries shall waive or modify any provisions contained in any confidentiality agreement entered into relating to secure a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of the Company or any of its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementsubsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (First Savings Bancorp Inc), Merger Agreement (First Bancorp /Nc/)
Acquisition Proposals. From (a) Except as otherwise provided in this Section 5.4, at all times during the date hereof until the Closing Date orPre-Appointment Period, if earlier, the termination of this Agreement in accordance with Article X, neither the Company and nor any of its Subsidiaries shall, nor shall not, and the Company shall instruct and use or any of its reasonable best efforts to cause its representatives not to Subsidiaries authorize or permit any of their respective Representatives to, directly or indirectly, (i) solicit, initiate, solicit facilitate or knowingly encourage any inquiry or the making submission of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate conduct or engage in any discussions discussions, investigations or negotiations with any Person with respect towith, or provide disclose any non-public information relating to the Company or data concerning any of its Subsidiaries to, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person relating tothird party that has informed the Company that it is seeking to make, or has made, an Acquisition Proposal Proposal, or afford take any other action intended to assist or facilitate any Person access inquiries or the making of any proposal that constitutes or could lead to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) (y) approve any transaction under or any third party becoming an “interested stockholder” under Chapter 110F of the Massachusetts Laws or (z) amend or grant any waiver or release or make any determination under or approve any transaction or redeem any Company Rights under the Rights Agreement or take any action under the Rights Agreement to facilitate an Acquisition Proposal except in connection with the transactions contemplated by this Agreement, or (iv) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement Contract relating to an any Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or Proposal other than a confidentiality agreement or permitted by Section 5.4(b). Except as the anti-takeover laws Company Board determines in good faith by a majority vote, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to result in a breach of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereofits fiduciary duties, the Company Board shall not fail to make, nor shall it withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation (or in either case recommend to the Company Stockholders an Acquisition Proposal or make any public statement inconsistent with the Company Board Recommendation) or resolve to take any of the foregoing actions (it being agreed that any notice to Parent pursuant to Section 7.1(d)(i)(x) shall not constitute any such resolution) (any of the foregoing a “Company Adverse Recommendation Change”, which will not include a “stop, look and its officers and directors listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act). The Company shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives respective Representatives to, cease immediately cease and terminate cause to be terminated any and all existing activities, discussions and negotiations or negotiations, if any, with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person third party conducted prior to the effect that the Company is ending all discussions and negotiations with such Person date hereof with respect to any Acquisition Proposal, effective immediately, which notice Proposal and shall also request use its commercially reasonable best efforts to cause any such Person to promptly return third party (or destroy all its agents or advisors) in possession of confidential information concerning about the Company and any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries to such third party in connection with an Acquisition Proposal within 12 months prior to the date of this Agreement promptly to return or destroy (and the Company shall take confirm destruction of) all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementinformation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applix Inc /Ma/), Agreement and Plan of Merger (Cognos Inc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit Any offer or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with by any Person with respect toor group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or provide any non-public information or data concerning other business combination involving the Company or any of its Subsidiaries subsidiaries or divisions, or any proposal or offer to acquire in any Person relating tomanner, an Acquisition Proposal directly or afford to any Person access to indirectly, a significant equity interest in, or a substantial portion of the businessassets of, properties, assets or personnel of the Company or any of its Subsidiaries in connection with subsidiaries, other than pursuant to the transactions contemplated by this Agreement, is hereby defined as an "Acquisition Proposal". The Company shall not, nor shall it permit any of its officers, directors, affiliates, representatives or agents to, directly or indirectly, (a) take any action to solicit, initiate or encourage any Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (vb) otherwise knowingly facilitate participate in any such inquiries, proposals, discussions, discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to make facilitate an Acquisition Proposal. From and after the date hereof, the Company Company, its subsidiaries and its officers and directors shallall officers, directors, employees of, and the Company shall instruct all investment bankers, attorneys and cause the Company’s representativesother advisors and representatives of, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries subsidiaries shall cease doing any of the foregoing. Notwithstanding the foregoing, the Company or any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any written Acquisition Proposal made after the date hereof (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or encouraged such Acquisition Proposal), if the Committee shall have determined in good faith based upon the reasonably concluded advice of (i) Bank that such Acquisition Proposal is reasonably likely to lead to a transaction that is materially more favorable to the Company's stockholders and (ii) counsel to the Special Committee that the taking of such action is necessary to discharge the Company's board of directors' fiduciary duties under applicable law. During the term of this Agreement, the board of directors of the Company shall take notify Purchaser immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep Purchaser promptly advised of all reasonable material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. During the term of this Agreement, the Company shall not waive or modify any provisions contained in any confidentiality agreement entered into relating to a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of the Company unless the Committee shall have determined in good faith based on reasonably concluded advice of counsel to the Special Committee that the taking of such action is necessary actions to secure its rights discharge the Company's board of directors' fiduciary duties under applicable law. Notwithstanding the foregoing, the Company may make the disclosure contemplated by Rule 14e-2(a) under the Exchange Act to the extent that such disclosure is required to be taken and ensure made by such Rule; provided, that the performance of any Company may only recommend a tender offer giving rise to such Person’s obligations under any applicable confidentiality agreementobligation as contemplated by such Rule if the Committee has made the good faith determination described in the third preceding sentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PDK Labs Inc), Agreement and Plan of Merger (PDK Acquisition Corp)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries shall not, and the nor shall it authorize or knowingly permit any Company shall instruct and use Subsidiary or any of its reasonable best efforts to cause its representatives not to or their respective directors, officers or employees or any Representatives retained by it or any Company Subsidiary to, directly or indirectly, (i) initiatesolicit, solicit initiate or knowingly encourage any inquiry or the making of any proposal Alternative Transaction Proposal or offer that constitutes an Acquisition Proposal, (ii) initiate other than with Parent, Merger Sub or their respective directors, officers, employees or Representatives, enter into, continue or otherwise participate in any discussions or negotiations with regarding, or furnish to any Person with respect to, or provide any non-public information in connection with, any Alternative Transaction Proposal. Notwithstanding the foregoing or data concerning any other provision of this Agreement to the contrary, if at any time prior to the receipt of the Company Stockholder Approval, the Company or any of its Subsidiaries to any Person relating to, Company Subsidiary receives an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Alternative Transaction Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and the Company Board (directly or through their Representatives) (i) may contact such Person and its officers advisors for the purpose of clarifying the proposal and directors shallany material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or is reasonably likely to lead to, a Superior Proposal, and (ii) if the Company Board determines in good faith after consultation with its legal and financial advisors that such Alternative Transaction Proposal is, or is reasonably likely to lead to, a Superior Proposal, the Company Board may (x) furnish information with respect to the Company and the Company shall instruct Subsidiaries to the Person making such Alternative Transaction Proposal (and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect Representatives) pursuant to an executed confidentiality agreement on terms no more favorable, in the aggregate, to such Person than the terms of the Confidentiality Agreement; provided that (A) such confidentiality agreement shall permit the provision of all information to Parent that is contemplated or required by this Section 8.4 to be provided to Parent and (B) such confidentiality agreement shall include a standstill, except that (i) such standstill need not prohibit the Person making such Alternative Transaction Proposal from making such Alternative Transaction Proposal to the Company Board in a confidential manner and (ii) such confidentiality agreement need not include a standstill to the extent that the Person making such Alternative Acquisition Proposal has commenced a tender offer or exchange offer incorporating an Alternative Transaction Proposal; provided further, and that a copy of all such information not previously provided to Parent (or its Representatives) is provided to Parent as promptly as reasonably practicable thereafter notify each (but in no event later than twenty-four (24) hours) after such information has been provided to such Person to the effect that the Company is ending all (or its Representatives) and (y) participate in discussions and or negotiations with the Person making such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company Alternative Transaction Proposal (and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any Representatives) regarding such Person’s obligations under any applicable confidentiality agreementAlternative Transaction Proposal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (CVS HEALTH Corp)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit Any offer or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with by any Person with respect toor group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or provide any non-public information or data concerning other business combination involving the Company or any of its Subsidiaries or divisions of any of the foregoing, or any proposal or offer to acquire in any Person relating tomanner, an Acquisition Proposal directly or afford to any Person access indirectly, more than a thirty percent (30%) equity interest in, or more than thirty percent (30%) of the consolidated assets of, the Company and its Subsidiaries, other than pursuant to the businesstransactions contemplated by this Agreement, propertiesis hereby defined as an "ACQUISITION PROPOSAL". The Company shall not, assets or personnel of the Company or and shall not permit any of its Subsidiaries in connection with an to, permit any of their respective officers, directors, affiliates, representatives or agents to, directly or indirectly, (a) take any action to solicit, initiate or encourage any Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (vb) otherwise knowingly facilitate participate in any such inquiries, proposals, discussions, discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to make facilitate an Acquisition Proposal. From and after the date hereof, the Company and its officers Subsidiaries shall and shall cause all of their respective officers, directors, employees , investment bankers, attorneys and other advisors and representatives to cease doing any of the foregoing. Notwithstanding the foregoing, the Company or any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information or access made incident to an unsolicited written Acquisition Proposal setting forth a Superior Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any written Superior Proposal made after the date hereof, not recommend shareholder approval of the Merger and promptly terminate this Agreement as provided in Section 9.1(f) (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or encouraged such Acquisition Proposal) (prompt termination of this Agreement in accordance with Section 9.1(f) shall be required if the Board of Directors does not recommend shareholder approval in accordance with this provision), if the board of directors shall, and of the Company shall instruct have determined in its good faith judgment based upon the written opinion of outside counsel reasonably acceptable to the Buyer (which shall in any event include Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.) that failing to take such action would violate the directors' fiduciary duties under applicable law. The board of directors of the Company shall notify the Buyer immediately of any inquiries or Acquisition Proposals received by, any such information requested from, and cause any requests for negotiations or discussion sought to be initiated or continued with the Company’s representativesCompany and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such inquiry, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, information request, negotiations or discussions and as shall keep the Buyer promptly as practicable thereafter notify each such Person to advised of all Material developments that could culminate in the effect that board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Neither the Company is ending all discussions and negotiations with such Person with respect nor any of its Subsidiaries shall waive or modify any provisions contained in any confidentiality agreement entered into relating to any Acquisition Proposala possible acquisition (whether by merger, effective immediatelystock purchase, which notice shall also request such Person to promptly return asset purchase or destroy all confidential information concerning otherwise) or recapitalization of the Company and or any of its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementAffiliates.
Appears in 2 contracts
Samples: Merger Agreement (Capital Bank Corp), Merger Agreement (High Street Corp)
Acquisition Proposals. From The Company agrees that neither it nor any of its subsidiaries nor any of the date hereof until the Closing Date or, if earlier, the termination respective officers and directors of this Agreement in accordance with Article X, the Company and or its Subsidiaries shall notsubsidiaries shall, and the Company shall instruct direct and use its reasonable best efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to (i) to, initiate, solicit or knowingly encourage encourage, directly or indirectly, any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal(including, (iiwithout limitation, any proposal or offer to shareholders of the Company) initiate any discussions or negotiations with any Person with respect toto a merger, consolidation or similar transaction involving, or provide any non-public information purchase of all or data concerning any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, if the Company's Board of Directors determines, upon receipt of a written opinion of its outside counsel, that it is required to take the following action in order to fulfill their fiduciary duties to the Company's shareholders under the State Corporation Law, engage in any Person relating negotiations concerning, or provide any confidential information or data to, an Acquisition Proposal or afford to have any Person access to the businessdiscussions with, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement person relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. From and after the date hereof, the The Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, will immediately cease and terminate all cause to be terminated any existing activities, discussions and or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person parties conducted heretofore with respect to any Acquisition Proposal, effective immediately, of the foregoing and enforce any confidentiality agreements to which notice shall also request such Person it or any of its subsidiaries is a party. The Company will take the necessary steps to promptly return inform the appropriate individuals or destroy all confidential information concerning entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.1. The Company and its Subsidiaries and will notify (describing the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of relevant facts) Parent immediately if any such Person’s obligations under inquiries or proposals are received by, any applicable confidentiality agreementsuch information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company.
Appears in 2 contracts
Samples: Stock Option Agreement (Citizens Banking Corp), Stock Option Agreement (Citizens Banking Corp)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries agrees that it shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives officers, directors, agents, advisors and Affiliates not to (i) initiateto, solicit or knowingly encourage any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person proposals with respect to, or engage in any negotiations concerning, or provide any non-public confidential information to, or data concerning have any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or any proposal or offer to acquire in any Person relating tomanner a substantial equity interest in, an Acquisition Proposal or afford to any Person access to a substantial portion of the business, properties, assets or personnel of operations of, the Company or any of its Subsidiaries in connection with Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing, an "Acquisition Proposal"); provided that, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that if the Company is ending all not otherwise in violation of this Section 6.06, the Company's Board of Directors may provide (or authorize the provision of) information to, and may engage in (or authorize) such negotiations or discussions with, a person, directly or through representatives, if (a) such Board of Directors, after having consulted with and considered the advice of outside counsel to such Board, has determined in good faith that providing such information or engaging in such negotiations or discussions is required in order to discharge properly the directors' fiduciary duties in accordance with the GCL and (b) the Company has received from such Person person a confidentiality agreement in customary form. The Company also agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than the Acquiror, with respect to any of the foregoing. The Company shall promptly (within 24 hours) advise the Acquiror following the receipt by it of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning and advise the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance Acquiror of any developments with respect to such Person’s obligations under any applicable confidentiality agreementAcquisition Proposal promptly upon the occurrence thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Bancorp \De\), Agreement and Plan of Merger (Piper Jaffray Companies Inc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, earlier of the termination of this Agreement in accordance with Article Xand the Closing, the Company and its Subsidiaries shall not, and the nor shall Company shall instruct and use its reasonable best efforts to cause its authorize or permit any officers, directors, employees, representatives not to or other agents of Company or any Company Subsidiary to, directly or indirectly, (i) initiatetake any action to solicit, solicit initiate or knowingly encourage any inquiry Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to Company or any Company Subsidiary or afford access to the making properties, books or records of Company or any proposal Company Subsidiary to, any Person that may be considering making, or offer that constitutes has made, an Acquisition Proposal; provided, however, that nothing contained in this 35 Agreement shall prevent Company or the Board of Directors of Company at any time prior to the consummation of the Merger from: (iia) initiate any discussions or negotiations with any Person with respect furnishing nonpublic information to, or provide any non-public information affording access to the properties, books or data concerning the records of Company or any of its Subsidiaries to Company Subsidiary to, or entering into negotiations with, any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an unsolicited Acquisition ProposalProposal by such Person, if (iiia) enter into Company's Board of Directors determines in good faith that such action is necessary to comply with their fiduciary duties to the Company Stockholders under applicable Law; (b) prior to furnishing any acquisition agreement, merger agreement or similar definitive agreementsuch nonpublic information to, or any letter entering into discussions or negotiations with, such Person, Company's Board of intent, memorandum of understanding or agreement in principle, or any other agreement relating to Directors receives from such Person an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or executed confidentiality agreement or with customary terms, and (c) Company's Board of Directors concludes in the anti-takeover laws exercise of any state, or its fiduciary duties that the Acquisition Proposal is a Superior Proposal; (vb) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person taking and disclosing to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shallStockholders any position, and making any related filings with the Company shall instruct SEC, as required by Rules 14e-2 and cause 14d-9 under the Company’s representativesExchange Act, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Alternative Transaction that is a tender offer; provided, that Company's Board of Directors shall not recommend that the Company Stockholders tender their shares of Company Common Stock in connection with any such tender offer unless the Board shall have determined in good faith that such action is necessary to comply with its fiduciary duties under applicable Law; or (c) if an unsolicited Acquisition Proposal is received as described in clause (i) above, informing the Company Stockholders that it no longer believes that the Merger is advisable and no longer recommends approval of the Merger (a "Subsequent Determination"), approving or recommending an Alternative Transaction based on that unsolicited Acquisition Proposal or entering into an Acquisition Agreement with respect to such an Alternative Transaction if (i) Company's Board of Directors determines in good faith that such action is necessary to comply with its fiduciary duties under applicable Law and (b) Company's Board of Directors concludes in good faith that the Acquisition Proposal is a Superior Proposal. Company will promptly notify Purchaser after receipt of any Acquisition Proposal or any request for nonpublic information relating to Company or any Company Subsidiary or for access to the properties, books or records of Company or any Company Subsidiary by any Person that has made an Acquisition Proposal and will keep Purchaser reasonably informed of the status and details of any such Acquisition Proposal, effective immediately, which indication or request. Such written notice shall also request specify the material terms and conditions of the Acquisition Proposal, identify the Person making the Acquisition Proposal and state that the Board of Directors of Company intends to make, or is considering making, a Subsequent Determination. For a period of three business days following such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the notice, Company shall not take all reasonable necessary actions any action with respect to secure its rights the Acquisition Proposal and ensure shall provide an opportunity for Purchaser to propose such adjustments to the performance terms and conditions of any this Agreement as would enable the Board of Directors of Company to proceed with the transactions contemplated herein on such Person’s obligations under any applicable confidentiality agreement.adjusted terms. 36
Appears in 2 contracts
Samples: Plan of Acquisition Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/), Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/)
Acquisition Proposals. From Summit agrees that neither Summit nor any of its subsidiaries nor any of the date hereof until the Closing Date or, if earlier, the termination respective officers and director of this Agreement in accordance with Article X, the Company and Summit or its Subsidiaries shall notsubsidiaries shall, and the Company Summit shall instruct direct and use its reasonable best efforts effort to cause its employees, agents and representatives (including, without limitation, any investment banker, broker, financial or investment advisor, attorney or accountant retained by Summit or any of its subsidiaries) not to (i) to, initiate, solicit or knowingly encourage encourage, directly or indirectly, any inquiry inquiries or the making of any proposal or offer that constitutes (including, without limitation, any proposal, tender offer or exchange offer, consolidation, business combination, takeover or similar transactions other than the Merger involving, or any purchase of all or any significant portion of the assets or any equity securities of, Summit or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties, as advised by written opinion of counsel furnished to UJB, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or enter into any agreement or agreement in principle with any person relating to as an Acquisition Proposal, (ii) initiate or otherwise facilitate any discussions effort or attempt to make or implement an Acquisition Proposal. Summit will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any Person parties conducted heretofore with respect toto any of the foregoing. Summit will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. In addition, Summit will notify UJB by telephone to its chief executive officer or provide general counsel promptly upon receipt of any non-public inquiry with respect to a proposed Acquisition Proposal with another person or receipt of a request for information from any governmental or data concerning the Company regulatory authority with respect to a proposed acquisition of Summit or any of its Subsidiaries to any Person relating tosubsidiaries or assets by another party, an Acquisition Proposal or afford to any Person access and will immediately deliver as soon as possible by facsimile transmission, receipt acknowledged, to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws UJB officer notified as required above a copy of any state, or (v) otherwise knowingly facilitate document relating thereto promptly after any such inquiries, proposals, discussions, or negotiations or any effort or attempt document is received by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementSummit.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Summit Bancorporation), Agreement and Plan of Merger (Ujb Financial Corp /Nj/)
Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article Xhereof, the Company and its Subsidiaries shall will not, and nor will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company shall instruct and use or any of its reasonable best efforts to cause its representatives not to subsidiaries to, directly or indirectly, (i) initiatesolicit, solicit initiate or knowingly encourage the submission of any inquiry Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or offer that constitutes an may reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing, (ii) initiate any discussions or negotiations with any Person with respect toprior to the acceptance for payment of Shares pursuant to the Offer, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating tomay, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel extent required by the fiduciary obligations of the Company or any Board, as determined in good faith by a majority of its Subsidiaries the disinterested members thereof after consultation with outside counsel, in connection response to the Acquisition Proposal that was made by a person whom the Special Committee determines, in good faith after consultation with outside counsel and an Acquisition Proposalindependent financial advisor, to be reasonably capable of making a Superior Company Proposal (iii) enter into any acquisition agreementas hereinafter defined), merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt that was not solicited by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shallthat did not otherwise result from a breach of this Section 7.3(a), and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing (x) furnish information with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person the Company to the effect that the Company is ending all person or group making such Acquisition Proposal and its representatives pursuant to a customary confidentiality agreement and (y) participate in discussions and negotiations with such Person with respect person or group and its representatives to any the extent required regarding such Acquisition Proposal. For purposes of this Agreement, effective immediately"SUPERIOR COMPANY PROPOSAL" means any proposal made by a third party to acquire all or substantially all the equity securities or assets of the Company, pursuant to a tender or exchange offer, a merger, a consolidation, a liquidation or dissolution, a recapitalization or a sale of all or substantially all its assets, (i) on terms which notice shall also request such Person to promptly return or destroy all confidential information concerning a majority of the disinterested directors of the Company and determines in its Subsidiaries good faith judgment to represent superior value for the holders of Shares than the Offer and the Company shall take Merger, taking into account all reasonable necessary actions the terms and conditions of such proposal and this Agreement (including any proposal by Parent to secure its rights amend the terms of this Agreement, the Offer and ensure the performance Merger) and (ii) that is reasonably capable of any being completed, taking into account all financial, regulatory, legal and other aspects of such Person’s obligations under any applicable confidentiality agreementproposal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westfield Holdings LTD /), Agreement and Plan of Merger (Westfield America Management LTD)
Acquisition Proposals. From Neither Sellers, PGM nor the date hereof until the Closing Date or, if earlier, the termination PGM Joint Ventures nor any of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit or knowingly encourage any inquiry PGM's or the making PGM Joint Ventures' respective officers, directors, members, managers, employees, representatives or agents, shall (a) directly or indirectly take (nor shall PGM or any PGM Joint Venture permit any of their respective officers, directors, members, managers, employees, investment bankers, attorneys, accountants or other agents or affiliates to take) any proposal action to encourage, solicit, initiate or offer that constitutes an Acquisition Proposalotherwise facilitate the submission by a third party of, (ii) initiate or negotiate or enter into any discussions or negotiations agreement with any Person a third party with respect to, a proposal to acquire, directly or provide any non-public information or data concerning the Company or indirectly, any of the capital stock of PGM or the partner, joint venture or other ownership interest of any PGM Joint Venture, whether by stock purchase, merger, sale of shares of capital stock, or partnership or membership interest or by license agreement or otherwise or sale of any material portion of its Subsidiaries assets (except sales of loans in the ordinary course of business) (any such submission, negotiations or agreement called an "Acquisition Proposal"), and Sellers, PGM or the PGM Joint Ventures, as applicable, shall immediately terminate any current negotiations and contacts, or (b) disclose directly or indirectly to any Person relating to, person preparing to make an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company confidential information regarding PGM or any of its Subsidiaries in connection with an Acquisition ProposalPGM Joint Venture, or (iiic) enter into any acquisition agreementunderstanding, merger agreement or similar definitive agreementcommitment with any third party providing for a business combination, equity investment, or sale or license of any letter significant assets of intent, memorandum of understanding or agreement in principle, PGM or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws PGM Joint Venture. Upon receipt of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt Acquisition Proposal by any Person third party, Sellers shall promptly advise Purchaser of the proposal and provide it copies of all materials pertaining thereto. If the parties have not consummated the Closing prior to make an Acquisition Proposal. From and after July 5, 1998 for any reason other than due to the date hereoffailure to obtain State Required Regulatory Approvals, then, subject to the obligation to negotiate in good faith set forth in Section 6.4 above, the Company and its officers and directors shall, and the Company provisions of this Section 6.5 shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person void with respect to any Acquisition Proposal, effective immediately, which notice shall also request Proposal first received after such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementdate.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Prism Financial Corp), Schedules and Exhibits (Prism Financial Corp)
Acquisition Proposals. From the date hereof until the Closing Date or(a) Neither HiSoft nor VanceInfo will, if earlier, the termination nor will such Party permit any of this Agreement in accordance with Article X, the Company and its Subsidiaries shall notto, and the Company shall instruct and use nor will such Party authorize or permit any officer, director or employee or any investment banker, attorney, accountant or other advisor or representative (each, a “Representative”) of such Party or any of its reasonable best efforts to cause its representatives not to Subsidiaries to, directly or indirectly, (i) solicit, initiate, solicit encourage or knowingly encourage facilitate any inquiry or the making of any proposal or offer that constitutes an or any other effort or attempt (including by way of furnishing information) or take any other action designed to facilitate any inquiries or proposals regarding, or which may reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below), (ii) initiate engage in, continue or otherwise participate in any discussions or negotiations with any Person with respect toregarding, or provide furnish to any person any non-public information or data concerning the Company or any of its Subsidiaries with respect to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company such Party or any of its Subsidiaries in connection with an with, or take any other action to facilitate, any Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, or execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding understanding, agreement or agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or any other agreement relating regarding, or that is intended to an result in, or would reasonably be expected to lead to, any Acquisition Proposal, or (iv) grant propose or agree to do any waiverof the foregoing. Immediately after the execution and delivery of this Agreement, amendment each of HiSoft and VanceInfo will, and will cause its Subsidiaries and Affiliates and their respective Representatives to, cease and terminate any existing activities, discussions or release under negotiations with any standstill Person (other than another Party to this Agreement) conducted heretofore with respect to any possible Acquisition Proposal, shall promptly cause to be returned or confidentiality agreement destroyed all confidential information provided by or on behalf of such Party or any of its Subsidiaries to such Person and shall notify each such Person or its Representatives that the anti-takeover laws Board of Directors of such Party no longer seeks or requests the making of any stateAcquisition Proposal, or (v) otherwise knowingly facilitate and withdraws any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person consent theretofore given to make the making of an Acquisition Proposal. From and after For the date hereofpurpose of this Agreement, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement.“
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HiSoft Technology International LTD), Agreement and Plan of Merger (VanceInfo Technologies Inc.)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives representatives, not to to, directly or indirectly: (i) initiate, solicit or knowingly encourage engage in any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposal, ; (iiiii) execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other arrangement or agreement relating to an Acquisition Proposal, ; (iviii) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws Laws of any state, or ; (viv) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal; or (v) agree or otherwise commit to enter into or engage in any of the foregoing. From and after The Company also agrees that immediately following the date hereof, the Company and its officers and directors execution of this Agreement it shall, and the Company shall instruct and cause the Company’s representatives, each of its Subsidiaries and shall use its reasonable best efforts to cause its and their representatives to, immediately cease and terminate all any solicitations, discussions and or negotiations with any Persons Person (other than the parties and their respective representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that may could reasonably be ongoing with respect expected to lead to, or result in, an Acquisition Proposal. The Company shall promptly (and in any event within two Business Days) notify, in writing, Acquiror of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include a summary of the material terms of such inquiry, proposal, offer or request for information. The Company shall promptly (and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person in any event within twenty-four (24) hours) keep Acquiror reasonably informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of Proposal (including any such Person’s obligations under any applicable confidentiality agreementmaterial changes thereto).
Appears in 1 contract
Samples: Agreement and Plan of Merger (dMY Technology Group, Inc. IV)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, (a) Neither the Company and its Subsidiaries nor any Subsidiary of the Company shall not, (and the Company shall instruct and use its reasonable best efforts to cause its representatives not to authorize the Representatives of the Company or any Company Subsidiary to), directly or indirectly through any other Person, (i) initiatesolicit, solicit initiate or knowingly encourage (including by way of furnishing information), or take any inquiry or the making of other action designed to knowingly facilitate any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect toafford access to the properties, books or provide any non-public information or data concerning records of the Company or any of its Subsidiaries to any Person relating toor group in connection with any Acquisition Proposal, an or (ii) participate in or initiate discussions or negotiations concerning any Acquisition Proposal Proposal; provided, however, that nothing contained in this Section 5.4 or afford to any Person access other provision hereof shall prohibit the Company, the Company Board or the Special Committee from (A) taking and disclosing to the businessCompany's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, propertiesor (B) making such disclosure to the Company's stockholders as, assets or personnel in the good faith judgment of the Company Board or the Special Committee, after taking into account advice from outside counsel, is required under applicable Law, provided that the Company may not, except as permitted by Section 5.4(c), withdraw or modify, or propose to withdraw or modify, its position with respect to the Merger or approve or recommend, or propose to approve or recommend any of its Subsidiaries in connection with an Acquisition Proposal, (iii) or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding agreement in principal or agreement in principle, or concerning any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereofUpon execution of this Agreement, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, will immediately cease and terminate all any existing activities, discussions and or negotiations with any Persons that may be ongoing parties conducted heretofore with respect to an Acquisition Proposalany of the foregoing. Notwithstanding the foregoing, prior to the affirmative receipt of the Required Company Vote and the Additional Vote, the Company may furnish information concerning it or any Company Subsidiary to any third party Person or group pursuant to customary confidentiality agreements, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all may negotiate and participate in discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice or group concerning a Superior Proposal if: (x) such Superior Proposal shall also request such Person to promptly return or destroy all confidential information concerning not have resulted from a breach by the Company of the provisions of this Section 5.4(a)), and its Subsidiaries and (y) the Company shall Board or the Special Committee concludes in good faith, after having taken into account the advice of its outside legal counsel, that the failure to take all reasonable necessary actions such action would be inconsistent with the fiduciary obligations of the Company Board or the Special Committee to secure its rights and ensure the performance of any such Person’s obligations Company's stockholders under any applicable confidentiality agreementLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (RWD Technologies Inc)
Acquisition Proposals. From the date hereof Execution Date until the Closing Date or, if earlier, earlier of the Effective Time or the termination of this Agreement in accordance with pursuant to Article X7, the Company agrees that neither it nor any of its officers and directors shall, and that it shall direct and cause its Subsidiaries shall employees, agents and representatives (including any investment banker, attorney or accountant retained by it) to not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiatedirectly or indirectly, initiate or solicit or knowingly take any action designed to encourage or facilitate (including by way of furnishing information) any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposalwith respect to (a) a sale of, or issuance of stock of Company (except for the conversion or exercise of previously issued Equity Interests set forth on Company Disclosure Schedule), (iib) initiate any discussions or negotiations with any Person with respect toa merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any statetransaction involving Company, or (vc) otherwise knowingly facilitate any purchase or sale (or exclusive license, or non-exclusive license outside the Ordinary Course of Business) of all or any significant portion of Company’s business or assets (any such inquiries, proposals, discussions, proposal or negotiations or any effort or attempt by any Person offer being hereinafter referred to make as an “Acquisition Proposal”). From and after the date hereof, the Company and further agrees that neither it nor any of its officers and directors shall, and the Company that it shall instruct direct and cause the Company’s representativesits employees, agents and representatives (including any investment banker, attorney or accountant retained by it) to not, directly or indirectly, have any discussion with or provide any Confidential Information or data to any Person (other than Parent and its Subsidiaries Affiliates) relating to an Acquisition Proposal (other than to respond to any inquiry proposal or offer by indicating that Company is not interested in an Acquisition Proposal and their representatives towithout providing further information), or engage in any negotiations concerning an Acquisition Proposal. Company agrees that it will immediately cease and terminate all cause to be terminated any existing activities, discussions and or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, party (other than Parent and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person its Affiliates) conducted heretofore with respect to any Acquisition Proposal and will not waive any rights under any confidentiality agreements entered into with any such party. If Company receives any written proposal from a third party concerning an Acquisition Proposal, effective immediatelyCompany shall promptly (in any event within two (2) business days of receiving such proposal) provide such proposal to Parent and inform Parent in writing and in reasonable detail regarding any related matters pertaining to such Acquisition Proposal, which notice including any subsequent oral or written communications and the identity of such third party. If Company receives any proposal not in writing from a third party concerning an Acquisition Proposal, Company shall also request promptly (in any event within two (2) business days of receiving such Person proposal) provide a reasonably detailed written summary of such proposal including all of its terms and conditions to Parent and inform Parent in writing and in reasonable detail regarding any related matters pertaining to such Acquisition Proposal, including any subsequent oral or written communications and the identity of such third party. Company agrees that it will take the necessary steps to promptly return inform the Persons referred to in the first sentence of this Section 5.3 of their obligations under this Section 5.3. Subject to applicable law, or destroy all confidential information concerning as necessary to consummate the Company and its Subsidiaries Merger and the transactions contemplated hereby, Company shall take all reasonable necessary actions not disclose to secure its rights and ensure any Person the performance of any such Person’s obligations under any applicable confidentiality agreementfact that it has entered into this Agreement.
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries PBI shall not, and the Company nor shall instruct and use it authorize or knowingly permit any of its reasonable best efforts to cause its representatives not to (i) officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it to, initiate, solicit solicit, encourage (including by way of furnishing information), or knowingly encourage take any inquiry other action to facilitate, any inquiries or the making of any proposal which constitutes any Acquisition Proposal (as defined below), or offer that constitutes enter into or maintain or continue discussions or negotiate with any person in furtherance of an Acquisition Proposal, or agree to or endorse any Acquisition Proposal, and PBI shall (unless it believes such notification could violate the PBI Board of Directors' fiduciary duties) notify NCBC as promptly as practicable, in reasonable detail, as to any inquiries and proposals which it or any of its representatives or agents may receive; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, (i) PBI may furnish or cause to be furnished confidential and non-public information concerning PBI and its businesses, properties or assets to a third party, (ii) initiate any PBI may engage in discussions or negotiations with any Person with respect toa third party, or provide any non-public information or data concerning the Company or any (iii) following receipt of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, PBI may take and disclose to its shareholders information about the proposal, including, without limitation, its position with respect to such Acquisition Proposal, and/or (iiiiv) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter following receipt of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, the PBI Board of Directors may withdraw or modify its recommendation of the Merger or terminate this Agreement, but in each event only if and to the extent that the PBI Board of Directors shall determine in good faith based on the written advice of counsel that such action is required for the Board of Directors to fulfill its fiduciary duties to the PBI shareholders. As used herein, the term "Acquisition Proposal" means: (ivx) grant any waiver, amendment acquisition or release under any standstill or confidentiality agreement or purchase of a significant amount of the anti-takeover laws of any stateassets PBI, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations more than 20% of the equity interest in PBI or any effort take-over bid or attempt tender offer (including an issuer bid or self tender offer) or exchange offer, consolidation, plan or arrangement, reorganization, consolidation, business combination, sale of substantially all of the assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving PBI (other than the transactions contemplated by this Agreement) or (y) any Person proposal, plan or intention to make an Acquisition Proposaldo any of the foregoing either publicly announced or communicated to PBI or any agreement to engage in any of the foregoing. From and after the date hereof, the Company and its officers and directors shall, The execution of this covenant and the Company shall instruct and cause Stock Option Agreement by PBI constitutes a significant part of the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect material inducement for NCBC to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreemententer into this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Piedmont Bancorp Inc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination The Company agrees that neither it nor any of this Agreement in accordance with Article X, the Company and its Subsidiaries nor their respective officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by any of them) shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit or knowingly encourage encourage, directly or indirectly, any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect toto a merger, consolidation or similar transaction involving, or provide any nonpurchase of all or any significant portion of the assets or any equity securities or partnership (capital or profits) interests of, either the Company, any of the Company Subsidiaries or any of the Funds, or the assignment of any investment advisory, sub-public information advisory, administrative or data concerning distribution agreement with the Company or any of its the Company Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any Person relating negotiations concerning, or provide any confidential information or data to, an Acquisition Proposal or afford to have any Person access to the businessdiscussions with, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement person relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to or implement an Acquisition Proposal, and except as promptly as practicable thereafter notify each such Person contemplated by this Plan; provided, however, with the authorization of the Company's Board of Directors, that the Company, any Company Subsidiary or any officer, director or employee of, the Company or any Company Subsidiary may, following the receipt of an Acquisition Proposal from a third party that the Board of Directors of the Company determines in good faith (after duly considering the written advice of its counsel) must be considered in order to comply with the Board of Directors' fiduciary duties to the effect Company's stockholders under applicable law, participate in discussions or negotiations regarding such Acquisition Proposal and furnish related information. The Company shall promptly advise First Union and FUNB-NC orally and in writing of the receipt by it (or any of the other persons or entities referred to above) of any Acquisition Proposal, or any inquiry that the Company is ending all discussions and negotiations with such Person with respect could lead to any Acquisition Proposal, effective immediatelythe material terms and conditions of such Acquisition Proposal or inquiry, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the identity of the person making such Acquisition Proposal or inquiry. The Company shall take all reasonable necessary actions to secure its rights will keep First Union and ensure FUNB-NC fully informed of the performance status and details of any such Person’s Acquisition Proposal or inquiry. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will take the necessary steps to inform the appropriate individuals or entities referred to in the first sentence to comply with the obligations under any applicable confidentiality agreementundertaken in this Section 5.05.
Appears in 1 contract
Samples: Agreement and Plan of Acquisition and Merger (Keystone Investments Inc)
Acquisition Proposals. From the date hereof until the Closing Date or(a) Subject to Section 5.2(b) and Section 5.2(c), if earlier, the termination of this Agreement in accordance with Article X, neither the Company and nor any of its Subsidiaries shall, nor shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to authorize or permit any Person relating of their Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or knowingly encourage, whether publicly or otherwise, the submission of any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, any Alternative Transaction (an “Acquisition Proposal Proposal”), (ii) enter into or participate in any discussions or negotiations, furnish any information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets assets, books or personnel records of the Company or any of its Subsidiaries in connection Subsidiaries, or otherwise knowingly cooperate with an any Acquisition Proposal, (iii) make a Change of Recommendation, (iv) enter into any acquisition agreement, merger agreement or similar definitive agreementin principle, or any letter of intent, memorandum of understanding term sheet or agreement in principle, or any other agreement similar instrument relating to an Acquisition Proposal, Alternative Transaction (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any stateother than an Acceptable Confidentiality Agreement as permitted by this Section 5.2), or (v) otherwise knowingly facilitate amend, terminate or release any such inquiriesthird party from the confidentiality, proposals, discussions, standstill or negotiations similar provisions of any agreement to which the Company or any effort or attempt by of its Subsidiaries is a party; provided, that the Company shall be permitted to take any Person of the actions described in the foregoing clause (v) if the Company determines in good faith after consultation with outside legal counsel, that a failure of the Company to make an Acquisition Proposaltake such action could reasonably be expected to be inconsistent with the fiduciary duties of the Company Board. From Subject to Section 5.2(b) and after the date hereofSection 5.2(c), the Company and its officers and directors shall, and the Company shall instruct cause each of its Subsidiaries and direct its Representatives to immediately cease and cause to be terminated any solicitation, discussion or negotiation with any Persons conducted heretofore by the Company’s representatives, its Subsidiaries and or any of their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person Representatives with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return Proposal or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementAlternative Transaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golfsmith International Holdings Inc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives Subsidiaries not to to, and shall not authorize or knowingly permit its Representatives to, directly or indirectly: (i) initiate, solicit solicit, or knowingly encourage or knowingly facilitate any inquiry Acquisition Proposal or the making of any proposal inquiries, proposals or offer offers that constitutes an constitute, or would reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate enter into, continue, engage or participate in any discussions or negotiations with respect to any Person with respect toAcquisition Proposal, or (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating toinformation, an Acquisition Proposal or afford to any Person access to the business, personnel, properties, assets assets, books or personnel records of the Company or any of its Subsidiaries Subsidiaries, to any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) in connection with any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal, grant any waiver, amendment or release under of or under, or fail to enforce, any confidentiality, standstill or confidentiality similar agreement (or the anti-takeover laws any confidentiality, standstill or similar provision of any stateother Contract), or (v) otherwise knowingly facilitate enter into any such inquiriesletter of intent, proposalsContract, discussions, commitment or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing agreement in principle with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to (vi) take any action or exempt any third party from the effect that restriction on “business combinations” or any similar provision contained in applicable Takeover Statutes or the Company is ending all discussions Organizational Documents or grant a waiver under Section 203 of the DGCL; or (vii) resolve, propose or agree to do any of the foregoing. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (A) immediately cease any solicitation, discussions, or negotiations with such any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal, effective immediately, which notice shall also (B) promptly (but in no event later than two (2) Business Days following the date of this Agreement) request such Person to promptly the return or destroy destruction of all confidential information concerning provided by or on behalf of the Company or its Subsidiaries to any such Person and (C) immediately terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. The Company and its Subsidiaries and Representatives may inform a Person that has made or, to the Company shall take all reasonable necessary actions to secure its rights and ensure knowledge of the performance Company, is considering making an Acquisition Proposal of any such Person’s obligations under any applicable confidentiality agreementthe provisions of this Section 6.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acceleron Pharma Inc)
Acquisition Proposals. From (a) HDI and each of its Subsidiaries, and each of their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants or other agents, advisors and representatives, will immediately cease any discussions or negotiations presently being conducted with respect to any Acquisition Proposal (as defined in Section 6.8(g)), discontinue access to any non-public information regarding HDI or its Subsidiaries being provided to any party in connection with any Acquisition Proposal and request the return or destruction of any such non-public information provided to any party in connection with any Acquisition Proposal prior to the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company Agreement. HDI and its Subsidiaries shall not, will not and the Company shall instruct and will use its their reasonable best efforts to cause its their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants or other agents, advisors and representatives not to to, directly or indirectly (i) initiate, solicit or knowingly take any action to facilitate or encourage any inquiry inquiries with respect to, or the making of of, any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate engage in any negotiations or discussions or negotiations with with, furnish any Person with respect to, or provide any non-public information or data concerning the Company to or enter into any letter of its Subsidiaries intent, agreement in principle, acquisition agreement or similar agreement with any party relating to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into withdraw or modify in any acquisition agreement, merger agreement manner adverse to Nipro and the Acquisition Corporation the Recommendation or similar definitive agreementapprove or recommend, or propose to approve or recommend, any letter of intent, memorandum of understanding or agreement Acquisition Proposal (a “Change in principle, or any other agreement relating to an Acquisition ProposalRecommendation”), (iv) subject to the provisions of Section 6.13, grant any waiver, amendment waiver or release under any standstill or confidentiality similar agreement or the anti-takeover laws with respect to acquisitions of Common Stock by any stateparty, or (v) otherwise knowingly facilitate propose publicly or agree to do any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after of the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect foregoing related to any Acquisition Proposal. HDI will be responsible for any act or omission by any director, effective immediatelyofficer, which notice shall also request such Person to promptly return employee, financial advisor, attorney, accountants, consultant or destroy all confidential information concerning the Company and other agent, advisor or representative of HDI or any of its Subsidiaries and that would constitute a breach of the Company shall take all reasonable necessary actions provisions of this Section 6.8 if taken or omitted to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementbe taken by HDI.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Home Diagnostics Inc)
Acquisition Proposals. From (a) The Company agrees that after the date hereof until neither it nor any of its subsidiaries nor any of its respective officers and directors or the Closing Date officers and directors of any of its subsidiaries shall, and it shall direct and use all reasonable best efforts to cause its employees and agents, including any investment banker, attorney or accountant retained by it or by any of its subsidiaries (collectively, its “Representatives”) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any Acquisition Proposal, or, if earlierexcept to the extent that the board of directors of the Company determines, in good faith, after consultation with its outside financial and legal advisors, that such action is required in order for the termination board of this Agreement directors of the Company to comply with its fiduciary duties, engage in accordance with Article Xany negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal or otherwise facilitate any effort or attempt to implement or make an Acquisition Proposal (and in any event, the Company and shall not provide any confidential information or data to any Person in connection with an Acquisition Proposal unless such Person shall have executed a confidentiality agreement on terms at least as favorable as those contained in the Confidentiality Agreement). “Acquisition Proposal” means any proposal or offer with respect to the following involving the Company or any of its Subsidiaries shall notSignificant Subsidiaries: (1) any merger, and consolidation, share exchange, business combination or other similar transaction; (2) any sale, lease, exchange, pledge, transfer or other disposition of 25% or more of its consolidated assets or liabilities in a single transaction or series of transactions; (3) any tender offer or exchange offer for, or other acquisition of, 25% or more of the outstanding shares of its capital stock; or (4) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing, other than the Merger provided for in this Plan.. Notwithstanding anything in this Plan to the contrary, the Company shall instruct (i) promptly (but in no event later than 24 hours) advise Parent, orally and in writing, of (x) the receipt by it (or any of the other persons referred to above) of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, or any material modification of or material amendment to any Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any subsidiary by any Person or entity that informs the board of directors of the Company or any subsidiary that it is considering making, or has made, an Acquisition Proposal, (y) the material terms and conditions of such proposal or inquiry (whether written or oral) or modification or amendment to an Acquisition Proposal, and (z) the identity of the person making any such proposal or inquiry and (ii) keep Parent fully informed of the status and details of any such proposal or inquiry and any developments with respect thereto. The Company shall use its reasonable best efforts to cause its representatives not enforce any existing confidentiality or standstill agreements in accordance with the terms thereof, and shall immediately take all steps necessary to (i) initiate, solicit or knowingly encourage terminate any inquiry or the making of any proposal or offer approval that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release may have been heretofore given under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by provisions authorizing any Person to make an Acquisition Proposal. From and after “Significant Subsidiary” has the date hereofmeaning ascribed to that term in Rule 1-02 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement“Exchange Act”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Financial Corp /Pa/)
Acquisition Proposals. From the date hereof until the earlier to occur of the Closing Date or, if earlier, or the termination of this Agreement in accordance with Article Xpursuant to Section 9.1 hereof, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiatedirectly or indirectly, solicit through any Significant Stockholder, officer, director, trustee, agent or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate otherwise participate in any discussions or negotiations with any Person with respect toregarding, or provide any non-public information solicit, initiate or data concerning encourage the Company or any of its Subsidiaries to any Person relating tosubmission of, an Acquisition Proposal or afford furnish to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries information for any purpose in connection with an Acquisition ProposalProposal 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 to do any of the foregoing. The Company will (iiia) enter into immediately notify Purchaser orally and in writing if any acquisition agreementdiscussions or negotiations are sought to be initiated, merger agreement any inquiry or similar definitive agreementproposal is made, or any letter of intent, memorandum of understanding information is requested by any Person with respect to any Acquisition Proposal or agreement in principle, or any other agreement relating proposal which could lead to an Acquisition Proposal, (ivb) grant immediately notify Purchaser of all material terms of any waiver, amendment or release under any standstill or confidentiality agreement Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the anti-takeover laws of any staterequest for information, and (c) in the event a third party makes a written offer or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person proposal to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company will promptly send to Purchaser a copy of any such written offer or proposal, in each case (a)-(c) above, except and to the extent the Company was subject to a confidentiality obligation entered into prior to February 19, 2010 that prohibits such notification. The Company shall, and shall cause its Subsidiaries officers, directors, employees, investment bankers, attorneys, accountants and other agents to, immediately cease and cause to be terminated all discussions and negotiations that have taken place prior to the date hereof, if any, with any Persons with respect to any Acquisition Proposal. In addition, the Company shall take all reasonable steps reasonably necessary actions to secure its rights enforce any existing standstill, non-solicitation, confidentiality or other agreements between the Company and ensure third parties relating to any Acquisition Proposal and shall not terminate, waive or modify such agreements prior to the performance Closing without the prior written consent of any such Person’s obligations under any applicable confidentiality agreementthe Purchaser.
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company agrees that it shall not and shall cause its Subsidiaries shall notnot to, and the Company shall instruct and use its reasonable best efforts to cause its representatives and its Subsidiaries’ Representatives not to to, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiry inquiries or the making of any proposal or offer that constitutes an from a Third Party relating to any Acquisition Proposal, (ii) initiate enter into or participate in any discussions substantive discussion or negotiations with any Person negotiation with respect to, or provide any non-public confidential information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition merger agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or any other agreement similar Contract relating to an Acquisition ProposalProposal or enter into any Contract or agreement in principle requiring the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby, (iv) grant take any waiver, amendment action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or release under any standstill or confidentiality agreement or the other similar anti-takeover laws statute or regulation (including any transaction under, or a Third Party becoming an “interested shareholder” under, the PBCL), or any restrictive provision of any stateapplicable anti-takeover provision in the Company’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions) or (v) otherwise knowingly facilitate resolve, propose or agree to do any such inquiriesof the foregoing. The Company shall immediately cease and cause to be terminated any solicitation, proposalsdiscussion or negotiation with any Persons conducted prior to the execution of this Agreement by the Company, discussions, or negotiations its Subsidiaries or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause of the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person Representatives with respect to any Acquisition Proposal, effective immediately, which notice Proposal and shall also promptly request such Person to promptly the return or destroy destruction of all confidential information concerning provided by or on behalf of the Company and or any of its Subsidiaries and to such Person in connection with the consideration of any 47 Acquisition Proposal to the extent that the Company shall take all reasonable necessary actions is entitled to secure its rights and ensure the performance of any have such Person’s obligations under any applicable confidentiality agreementdocuments returned or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sykes Enterprises Inc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives representatives, not to to, directly or indirectly: (ia) initiate, solicit or knowingly encourage engage in any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposal, (iiib) execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other arrangement or agreement relating to an Acquisition Proposal, (ivc) grant any waiver, amendment or release under any standstill or confidentiality agreement in connection with an Acquisition Proposal or the anti-takeover laws of any state, or (vd) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal, or (e) agree or otherwise commit to enter into or engage in any of the foregoing. From and after The Company also agrees that immediately following the date hereof, the Company and its officers and directors execution of this Agreement it shall, and the Company shall instruct and cause the Company’s representatives, each of its Subsidiaries and their shall instruct any of its or its Subsidiaries’ respective Affiliates, directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants) to, immediately cease and terminate all any solicitations, discussions and or negotiations with any Persons Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that may would reasonably be ongoing with respect expected to lead to, or result in, an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CITIC Capital Acquisition Corp.)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit Any offer or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with by any Person with respect toor group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or provide any non-public information or data concerning other business combination involving the Company or any of its Subsidiaries subsidiaries or divisions of any of the foregoing, or any proposal or offer to acquire in any Person relating tomanner, an Acquisition Proposal directly or afford to any Person access to indirectly, a significant equity interest in, or a substantial portion of the businessAssets of, properties, assets or personnel of the Company or any of its Subsidiaries in connection with subsidiaries, other than pursuant to the transactions contemplated by this Agreement, is hereby defined as an "ACQUISITION PROPOSAL." From and after the date hereof, Company shall not, and shall not permit any of its subsidiaries to, permit any of their respective officers, directors, affiliates, representatives or agents to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (vii) otherwise knowingly facilitate participate in any such inquiries, proposals, discussions, discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to make facilitate an Acquisition Proposal. From and after the date hereof, the Company and its officers subsidiaries and directors shallall officers, directors, employees of, and the Company shall instruct all investment bankers, attorneys and cause the Company’s representativesother advisors and representatives of, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries subsidiaries shall cease doing any of the foregoing. Notwithstanding the foregoing, the Company or any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any written Acquisition Proposal made after the date hereof and not recommend shareholder approval of the Merger (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or encouraged such Acquisition Proposal), if the board of directors of the Company shall have determined, based upon the written advice of outside counsel and financial advisors to the Company reasonably experienced in such matters, that failing to take such action would violate the directors' fiduciary duties under applicable law. The board of directors of the Company shall notify the Buyer immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep the Buyer promptly advised of all reasonable necessary actions Material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Neither the Company nor any of its subsidiaries shall waive or modify any provisions contained in any confidentiality agreement entered into relating to secure a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of the Company or any of its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementsubsidiaries.
Appears in 1 contract
Acquisition Proposals. From and after the date hereof execution of the Merger Agreement until the Closing Date orearlier of the Effective Time or the date, if earlierany, on which the termination of this Merger Agreement is terminated in accordance with Article Xits terms, (i) Steinway shall, and shall cause each of its directors, officers, representatives and subsidiaries to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any third party relating to any Competing Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Competing Proposal and (ii) Steinway shall request that each third party that has previously executed a confidentiality or similar agreement in connection with its consideration of a Competing Proposal promptly return to Steinway or destroy any non-public information previously furnished or made available to such third party or any of its representatives by or on behalf of Steinway or its representatives in accordance with the Company terms of the confidentiality agreement in place with such third party. Steinway shall, as promptly as reasonably practicable, and in any event within one business day of receipt by Steinway or any of its Subsidiaries representatives of any Competing Proposal or any inquiry or request that could reasonably be expected to lead to any Competing Proposal, (i) deliver to Parent a written notice setting forth: (a) the identity of the third party making such Competing Proposal, inquiry or request and (b) the material terms and conditions of any such Competing Proposal (it being understood that price per share shall be considered a material term of any such Competing Proposal) and (ii) deliver to Parent unredacted copies of all proposed transaction documents received by Steinway or any of its representatives from any such third party or its representatives relating to any such Competing Proposal, including any financing commitments (including redacted fee letters) relating thereto. Steinway shall keep Parent reasonably informed of any material amendment or modification of any such Competing Proposal, inquiry or request on a prompt basis, and in any event within two business days thereof. Except as expressly permitted by the Merger Agreement, Steinway shall not, and the Company shall instruct and use its reasonable best efforts to cause its directors, officers and subsidiaries not to, and shall cause each of its representatives and its subsidiaries’ representatives not to to, from the execution of the Merger Agreement until the earlier of the Effective Time or the date, if any, on Table of Contents which the Merger Agreement is terminated in accordance with its terms, directly or indirectly, (i) solicit, initiate, solicit knowingly encourage or knowingly encourage facilitate any inquiry or the making of any proposal by, discussion with, or offer or request from any third party that constitutes an Acquisition constitutes, or could reasonably be expected to lead to, a Competing Proposal, (ii) initiate engage in any discussions or negotiations with any Person with respect to(other than to state they are not permitted to engage in discussions or negotiations), or provide furnish any non-public information or data concerning the Company relating to Steinway or any of its Subsidiaries to any Person relating subsidiaries to, an Acquisition Proposal or afford to any Person access to the businessbooks or records of Steinway or its subsidiaries to, propertiesany third party that, assets to the knowledge of Steinway, is seeking to make, or personnel of the Company or any of its Subsidiaries in connection with an Acquisition has made, a Competing Proposal, (iii) approve, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an acceptable confidentiality agreement, ) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”) or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any an effort or attempt by any Person to make an Acquisition a Competing Proposal. From and At any time after the date hereofexecution of the Merger Agreement and prior to the Offer Closing, Steinway or its board of directors, directly or indirectly through its representatives, may (i) furnish nonpublic information to any third party making a Competing Proposal (provided, however, that prior to so furnishing such information, Steinway has entered into an acceptable confidentiality agreement with such third party and previously provided such information to Parent) and (ii) engage in discussions or negotiations with such third party with respect to the Competing Proposal, in each case if: (a) such third party has submitted a bona fide written Competing Proposal that did not result from a breach of the Merger Agreement and that the board of directors of Steinway, or any duly authorized committee thereof, determines in good faith, after consultation with its financial and legal advisors, constitutes, or could reasonably be expected to lead to, a Superior Proposal and (b) the board of directors of Steinway, or any duly authorized committee thereof, determines in good faith, after consultation with legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law. Except as expressly permitted by this paragraph, neither the board of directors of Steinway nor any committee thereof shall (i) withhold, withdraw, qualify or modify, or publicly propose to withhold, withdraw, qualify or modify, in a manner adverse to Parent or Purchaser, the Company Recommendation or fail to include the Company Recommendation in the Schedule 14D-9 or (ii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Competing Proposal (any of the actions described in the preceding clauses (i) and (ii) an “Adverse Recommendation Change”) or (iii) cause or permit Steinway or any of its officers subsidiaries to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in the Merger Agreement, at any time prior to the Offer Closing, the board of directors of Steinway shall be permitted (i) to terminate the Merger Agreement pursuant to its terms to enter into a definitive agreement with respect to a Superior Proposal that did not result from a breach of the Merger Agreement, subject to compliance with the terms and conditions of the Merger Agreement, if the board of directors of Steinway (a) has received a Competing Proposal that, in the good faith determination of the board of directors of Steinway, constitutes, a Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by Parent and Purchaser pursuant to the Merger Agreement, and (b) determines in good faith, after consultation with its legal advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, or (ii) to effect an Adverse Recommendation Change described in clause (i) of such definition, if the board of directors of Steinway determines in good faith, after consultation with its legal advisors, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law. Steinway shall not be entitled to effect an Adverse Recommendation Change or to terminate the Merger Agreement with respect to a Superior Proposal unless (i) Steinway has provided prior written notice at least three full business days in advance (and does not take action until after 12:01 a.m. on the day following such third full business day) (a “Notice of Superior Proposal”) to Parent and Purchaser that Steinway intends to take such action and describing the material terms and conditions of the Superior Proposal that is the basis of such action (including the identity of the third party and unredacted copies of all proposed transaction documents, including any financing commitments, including redacted fee letters relating thereto), (ii) during the three business day period following Table of Contents Parent’s and Purchaser’s receipt of the Notice of Superior Proposal, Steinway shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease negotiate with Parent and terminate all discussions Purchaser in good faith (to the extent Parent and negotiations with any Persons Purchaser desire to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement and the Commitment Letters so that may be ongoing with respect such Superior Proposal ceases to an Acquisition constitute a Superior Proposal, and as promptly as practicable thereafter notify each such Person shall provide to Parent a brief summary of any material terms of the Superior Proposal not provided to Steinway in writing, (iii) following the end of the three business day period, the board of directors of Steinway shall have determined in good faith, after consultation with its legal and financial advisors and taking into account any changes to the effect Merger Agreement and the Commitment Letters proposed in writing by Parent and Purchaser in response to the Notice of Superior Proposal or otherwise, that the Company is ending Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal and (iv) in the event of any material amendment to the financial terms or any other material amendment of such Superior Proposal, a new Notice of Superior Proposal shall have been provided by Steinway to Parent and Steinway shall be required to comply again with the requirements of this paragraph, except that references to the three business day period above shall be deemed to be references to a two business day period; provided, that Steinway has complied in all discussions material respects with its obligations under this paragraph; provided, further, that any purported termination of the Merger Agreement in connection with a Superior Proposal shall be void and negotiations of no force or effect unless Steinway pays Parent the Termination Fee prior to or concurrently with such Person termination. The Merger Agreement provides that nothing contained in the provisions described in this section “—Acquisition Proposals” is deemed to prohibit Steinway from complying with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s disclosure obligations under applicable laws with regard to a Competing Proposal (including taking and disclosing to its stockholders any applicable confidentiality agreement.position contemplated by Rule 14d-9 or Rule 14e-2), and that a mere “stop, look and listen” disclosure in compliance with Rule 14d-9(f) of the Exchange Act does not violate the provisions described above. For purposes of this Offer to Purchase:
Appears in 1 contract
Samples: Confidentiality Agreement (Pianissimo Acquisition Corp.)
Acquisition Proposals. From the date hereof until the earlier to occur of the Closing Date or, if earlier, or the termination of this Agreement in accordance with pursuant to Article X8 hereof, the Company Group Companies and its Subsidiaries Seller shall not, and the Company Group Companies shall instruct and use its reasonable best efforts to cause its directors, officers, trustees, employees, or any of its investment bankers, attorneys or other advisors, agents or representatives not to (i) initiateto, solicit directly or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposalindirectly, (ii) initiate participate in any discussions or negotiations with any Person with respect toregarding, or provide any non-public information solicit, initiate or data concerning encourage the Company or any of its Subsidiaries to any Person relating tosubmission of, an Acquisition Proposal or afford furnish to any Person access to the business, properties, assets or personnel any information in furtherance of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, or otherwise assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing. Each of the Group Companies and Seller will (iiia) enter into promptly notify Buyer orally and by email if any acquisition agreementdiscussions or negotiations are sought to be initiated, merger agreement any inquiry or similar definitive agreementproposal is made, or any letter of intent, memorandum of understanding information is requested by any Person with respect to any Acquisition Proposal or agreement in principle, or any other agreement relating proposal which could lead to an Acquisition Proposal, (ivb) grant promptly notify Buyer of all material terms of any waiver, amendment or release under any standstill or confidentiality agreement Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shallrequest for information, and (c) in the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect event a third party makes a written offer or proposal to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person Seller with respect to any Acquisition Proposal, effective immediatelySeller will promptly send to Buyer a copy of any such written offer or proposal. Each of the Group Companies and Seller shall, which notice and shall also request such Person cause each of their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and cause to promptly return or destroy be terminated all confidential information concerning discussions and negotiations that have taken place prior to the Company date hereof, if any, with any Persons with respect to any Acquisition Proposal. In addition, each of the Group Companies and its Subsidiaries and the Company Seller shall take all commercially reasonable steps that are necessary actions to secure enforce any existing standstill, non-solicitation, confidentiality or other agreements between any of the Group Companies and/or Seller and third parties relating to any Acquisition Proposal, and shall not terminate, waive or modify such agreements prior to the Closing without the prior written consent of Buyer. Each of the Group Companies and Seller agrees that it shall be, jointly and severally, responsible for any breach of this Section 4.5 by any of it or any of its rights respective directors, officers, employees, or any of its respective Affiliates, as if the foregoing were parties to this Agreement and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementbound by this Section 4.5.
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the The Company and its Subsidiaries agrees that it shall not, and the Company that it shall instruct direct and use its reasonable best efforts to cause its directors, officers, employees, agents and representatives (including any financial advisor, attorney or accountant retained by it) not to (i) to, directly or indirectly, initiate, solicit solicit, encourage or knowingly encourage otherwise facilitate any inquiry inquiries or the making of any proposal or offer that constitutes with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or substantially all of the assets of the Company or more than 10% of the outstanding equity securities of, the Company (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that it shall not, and that it shall direct and use its best efforts to cause its directors, officers, employees, agents and representatives (iiincluding any financial advisor, attorney or accountant retained by it) initiate not to, directly or indirectly, engage in any discussions or negotiations with any Person with respect toconcerning, or provide any non-public confidential information or data concerning the Company to, or have any of its Subsidiaries to discussions with, any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. From and ; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its disclosure obligations under federal or state law; (B) at any time prior to the earlier of (x) forty-five (45) days after the date hereof, (y) the Company Meeting or (z) the date the Company Shareholder Approval is obtained (the “Section 6.05 Date”), providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement no less restrictive to such third party than the Confidentiality Agreement is with respect to Parent; (C) at any time prior to the Section 6.05 Date, engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) at any time prior to the Section 6.05 Date, recommending any definitive agreement resulting from such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company has not breached its officers and directors shall, obligations under Section 6.05 and the Company shall instruct Board reasonably determines (after consultation with outside legal counsel) that the failure to take such action would breach, or would reasonably be expected to breach, the Company Board’s fiduciary duties under applicable law, (ii) in each such case referred to in clause (B), (C) or (D), such Acquisition Proposal includes sufficient information for the Company Board to reasonably conclude that (x) it is a Superior Proposal (as defined below), (y) the Person making the Acquisition Proposal has the financial and cause other resources and has the legal and regulatory ability to complete the proposed transaction, and (z) the Acquisition Proposal will not be subject to any material contingency other than those contained in this Agreement, (iii) in each such case referred to in clause (C) or (D) above, the Company Board reasonably determines (after consultation with its advisors) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction in which the Company’s representativesshareholders would receive greater consideration per share than the Merger (any such more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”), and (iv) in such case as referred to in clause (D) above, the Company provides Parent the opportunity to propose modifications to this Agreement in response to such Superior Proposal, negotiates in good faith with respect thereto with Parent for five (5) Business Days and the Company Board determines (after consultation with its Subsidiaries advisor and their representatives to, taking into account any proposed modifications to this Agreement) that the Acquisition Proposal remains a Superior Proposal. The Company agrees that it will immediately cease and terminate all cause to be terminated any existing activities, discussions and or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person parties conducted heretofore with respect to any Acquisition ProposalProposals. The Company agrees that it will take the necessary steps to promptly inform the individuals referred to in the first sentence hereof of the obligations undertaken in this Section 6.05 and that it will use its reasonable best efforts to prevent any action by the directors or officers of the Company that are inconsistent with, effective immediatelyor in violation of, which notice shall also request the provisions of this Section 6.05. The Company agrees that it will notify Parent promptly, but in no event later than the second (2nd) succeeding Business Day, if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company material terms and conditions of any proposal or offer and thereafter shall take all reasonable necessary actions to secure its rights keep Parent informed, on a regular basis, of changes in the status and ensure the performance terms of any such Person’s obligations under proposals or offers and the status of any applicable confidentiality agreementsuch discussions or negotiations. The Company shall provide Parent with at least 48 hour notice, or such lesser notice as provided to the Company Board, prior to any meeting of the Company Board in which the taking of any action referred to in this Section 6.05 may be considered or in which any Acquisition Proposal or Superior Proposal may be considered.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination (a) Without limiting any of its other obligations under this Agreement in accordance with Article XAgreement, the Company agrees that it and its Subsidiaries and the officers and directors of it and its Subsidiaries shall not, and the Company that it shall instruct direct and use its reasonable best efforts to cause its the Company and the Company Subsidiaries’ Affiliates, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of the Company Subsidiaries) not to to, directly or indirectly, (i) initiate, solicit solicit, entertain, encourage or knowingly encourage any inquiry or the making facilitate (including by way of any proposal or offer that constitutes furnishing information) an Acquisition Proposal, (ii) initiate enter into, consider, continue or otherwise participate in or pursue in any manner any discussions or negotiations regarding, or provide any confidential information or data to any person relating to, an Acquisition Proposal, knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, or otherwise cooperate in any way with, any 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 related to any Acquisition Proposal or propose or agree to do any of the foregoing. The Company will (x) immediately cease and cause to be terminated all activities, discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person parties with respect to any Acquisition Proposal, effective immediatelyother than the Merger and (y) notify the Parent immediately if any Person makes any proposal, which notice shall also request such Person offer, inquiry or contact with respect to promptly return any of the foregoing (whether solicited or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementunsolicited).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central Parking Corp)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the The Company and its Subsidiaries agrees that it shall not, and the Company shall instruct and use its reasonable best efforts to cause its Subsidiaries and its and its Subsidiaries' representatives not to (i) initiateto, solicit or knowingly encourage any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person proposals with respect to, or engage in any negotiations concerning, or provide any non-public confidential information to, or data concerning have any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or any proposal or offer to acquire in any Person relating tomanner a substantial equity interest in, an Acquisition Proposal or afford to any Person access to a substantial portion of the business, properties, assets or personnel of deposits of, the Company or any of its Subsidiaries Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing, an "Acquisition Proposal"); provided that nothing contained in connection this Agreement shall prevent the Company Board from (i) making any disclosure to its stockholders if, in the good faith judgment of the Company Board, failure so to disclose would be inconsistent with its obligations under applicable law; (ii) before the date of the Company Meeting, providing (or authorizing the provision of) information to, or engaging in (or authorizing) such discussions or negotiations with, any person who has made a bona fide written Acquisition Proposal received after the date hereof which did not result from a breach of this Section 6.06; or (iii) recommending such an Acquisition Proposal to its stockholders if and only to the extent that, in the case of actions referred to in clause (ii) or (iii), (x) such Acquisition Proposal is a Superior Proposal, (iiiy) enter into any acquisition agreementthe Company Board, merger agreement after having consulted with and considered the advice of outside counsel to the Company Board, determines in good faith that providing such information or similar definitive agreement, engaging in such negotiations or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person making such recommendation is required in order to make an Acquisition Proposal. From and after discharge the date hereof, directors' fiduciary duties to the Company and its officers stockholders in accordance with the DGCL and directors shall(z) the Company receives from such person a confidentiality agreement substantially in the form of the Confidentiality Agreement. For purposes of this Agreement, a "Superior Proposal" means any Acquisition Proposal by a third party on terms that the Company Board determines in its good faith judgment, after receiving the advice of its financial advisors, to be materially more favorable from a financial point of view to the Company and its stockholders than the Merger and the Company shall instruct other transactions contemplated hereby, after taking into account the likelihood of consummation of such transaction on the terms set forth therein, taking into account all legal, financial (including the financing terms of any such proposal), regulatory and cause other aspects of such proposal and any other relevant factors permitted under applicable law, after giving the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with Acquiror at least two business days to respond to such third-party Acquisition Proposal once the Board has notified the Acquiror that in the absence of any Persons that may further action by the Acquiror it would consider such Acquisition Proposal to be ongoing with respect to an Acquisition a Superior Proposal, and as promptly as practicable thereafter notify each such Person then taking into account any amendment or modification to this Agreement proposed by the Acquiror. The Company also agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted prior to the effect that date of this Agreement with any parties other than the Company is ending all discussions and negotiations with such Person Acquiror, with respect to any of the foregoing. The Company shall promptly (within one business day) advise the Acquiror following the receipt by it of any Acquisition Proposal and the material terms thereof (including the identity of the person making such Acquisition Proposal), effective immediately, which notice shall also request and advise the Acquiror of any developments (including any change in such Person terms) with respect to such Acquisition Proposal promptly return or destroy all confidential information concerning upon the occurrence thereof. The Company and agrees that neither it nor any of its Subsidiaries and the shall terminate, amend, modify or waive any provision of or release any of its rights under any confidentiality or standstill agreement to which it is a party. The Company shall take all reasonable necessary actions enforce, to secure its rights and ensure the performance fullest extent permitted under applicable law, the provisions of any such Person’s agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. Nothing contained in this Section 6.06 or any other provision of this Agreement will prohibit the Company or the Company Board from notifying any third party that contacts the Company on an unsolicited basis after the date hereof concerning an Acquisition Proposal of the Company's obligations under any applicable confidentiality agreementthis Section 6.06.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Royal Bank of Canada \)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives Subsidiaries, Affiliates and their respective representatives, not to (ia) initiatesolicit, solicit initiate or knowingly encourage participate in any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or knowingly provide any non-public information or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or knowingly afford to any Person access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposal, (iiib) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (ivc) grant any waiver, amendment or release under any standstill or confidentiality agreement executed in connection with an Acquisition Proposal or the anti-takeover laws Laws of any state, or (vd) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company shall, and shall instruct and use its reasonable best efforts to cause its officers and directors shallto, and the Company shall instruct and shall use its reasonable best efforts to cause the Company’s its representatives, its Subsidiaries and Affiliates and their respective representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an any Acquisition ProposalProposal (other than Acquiror and its representatives). From and after the date hereof, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such shall promptly notify Acquiror if any Person makes any written proposal, offer or inquiry with respect to any an Acquisition Proposal, effective immediately, which notice shall also request Proposal and provide Acquiror with a description of the material terms and conditions thereof to the extent that such Person to promptly return or destroy all confidential information concerning disclosure would not result in breach of the Company and its Subsidiaries and Company’s confidentiality obligations that are in existence as of the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementdate hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Waldencast Acquisition Corp.)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the The Company and its Subsidiaries shall will not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or nor will it permit any of its Subsidiaries to any Person relating subsidiaries to, an Acquisition Proposal nor will it authorize or afford to permit any Person access to the businessofficer, propertiesdirector or employee of or any investment banker, assets attorney, accountant or personnel other advisor or representative of the Company or any of its Subsidiaries in connection with an Acquisition Proposalsubsidiaries to, directly or indirectly, (iiii) enter into solicit, initiate or encourage the submission of any acquisition agreement, merger agreement Acquisition Proposal or similar definitive agreement(ii) participate in any discussions or negotiations regarding, or furnish to any letter of intent, memorandum of understanding or agreement person any information in principlerespect of, or take any other agreement relating action to an facilitate, any Acquisition Proposal, (iv) grant Proposal or any waiver, amendment or release under any standstill or confidentiality agreement inquiries or the anti-takeover laws making of any stateproposal that constitutes, or (v) otherwise knowingly facilitate may reasonably be expected to lead to, any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the The Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with notify Buyer of any Persons that may be ongoing with respect to an Acquisition Proposal, and Proposal as promptly as practicable thereafter notify each such Person to after its receipt thereof, and shall provide Buyer with a copy of any written Acquisition Proposal or amendments or supplements thereto. "Acquisition Proposal" means an inquiry, offer or proposal regarding any of the effect that following (other than the transactions contemplated by this Agreement) involving the Company is ending or any of its subsidiaries: (w) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all discussions and negotiations with such Person with respect to or any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return portion of the assets or destroy all confidential information concerning securities of the Company and/or its subsidiaries in a single transaction or series of related transactions (other than immaterial transfers of assets in the Ordinary Course of Business of the Company and other than any financings pursuant to Section 5.18). The Company Board will not withdraw or modify, or propose to withdraw or modify, in a manner adverse to Buyer, its Subsidiaries recommendation of the Merger unless the Company Board after consultation with independent legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its duties to the Company's shareholders under applicable Law. No such withdrawal or modification shall be a basis for the Company to terminate this Agreement nor shall it in any way affect or diminish any of the Company's obligations under this Agreement (including, but not limited to, the Company's obligations under this Section 5.15 and the Company's obligations pursuant to Section 5.6 to use its best efforts to obtain the requisite written consent of its shareholders for the Plan of Merger or to cause the Company shall take all reasonable necessary actions Shareholder Meeting to secure its rights be held for the purpose of voting on the approval and ensure adoption of the performance Plan of any such Person’s obligations under any applicable confidentiality agreementMerger.
Appears in 1 contract
Samples: Merger Agreement (Channelpoint Inc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Members shall not, and shall cause the Company and its Subsidiaries shall notnot to, and the Company shall instruct and use its reasonable best efforts to cause its representatives the Company’s Subsidiaries, Affiliates and their respective representatives, not to (ia) initiatesolicit, solicit initiate or knowingly encourage participate in any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or knowingly provide any non-public information or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or knowingly afford to any Person access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposal, (iiib) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (ivc) grant any waiver, amendment or release under any standstill or confidentiality agreement executed in connection with an Acquisition Proposal or the anti-takeover laws Laws of any state, or (vd) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Members shall, and shall cause the Company to use its reasonable best efforts to instruct and cause its officers and directors shalldirectors, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and Affiliates and their respective representatives to, to immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an any Acquisition ProposalProposal (other than Acquiror and its representatives). From and after the date hereof, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such shall promptly notify Acquiror if any Person makes any written proposal, offer or inquiry with respect to any an Acquisition Proposal, effective immediately, which notice shall also request Proposal and provide Acquiror with a description of the material terms and conditions thereof to the extent that such Person to promptly return or destroy all confidential information concerning disclosure would not result in breach of the Company and its Subsidiaries and Company’s confidentiality obligations that are in existence as of the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementdate hereof.
Appears in 1 contract
Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)
Acquisition Proposals. From the date hereof until through the earlier of the Closing Date or, if earlier, and the date of termination of this Agreement in accordance with pursuant to Article XIX, the Company and its Subsidiaries as applicable, Seller shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives Subsidiaries and its and their respective Representatives not to to, directly or indirectly (a) solicit, initiate, knowingly encourage, facilitate or accept any inquiries, proposals, offers or other indications of interest by or from any Person with respect to: (i) initiateany acquisition, solicit purchase or knowingly encourage other transaction involving the direct or indirect sale or transfer of all or any inquiry substantial part of the Business or the Allocated Assets (excluding sales of Investment Assets and the entry into the consummation of, or the making of payments under, any proposal hedging transaction) or offer that constitutes an Acquisition Proposalthe equity interests of the Acquired Companies, or (ii) initiate any merger, consolidation, business combination, reorganization, dissolution, recapitalization or similar transaction involving the Acquired Companies (each, an “Acquisition Proposal”), but excluding, in each case, this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, or (b) participate in any discussions or negotiations with any Person with respect to, or provide furnish or confirm any non-public information or data concerning to any Person in connection with, an Acquisition Proposal. In the event that Seller, an Acquired Company or any Affiliate of its Subsidiaries to any Person relating to, an Acquisition Proposal Seller or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with Acquired Companies receives an Acquisition Proposal, the Person receiving such Acquisition Proposal shall promptly, but in no event later than forty-eight (iii48) enter into hours thereafter, notify Buyer Parent in writing of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties. For the avoidance of doubt, any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, offers or negotiations indications of interest or other agreements relating to any effort or attempt by any Person to make Permitted Transaction shall not be considered an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementProposal hereunder.
Appears in 1 contract
Samples: Master Transaction Agreement (Voya Financial, Inc.)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company agrees that it shall not and shall cause its Subsidiaries shall notnot to, and the Company shall instruct and use its reasonable best efforts to cause its representatives and its Subsidiaries’ Representatives not to to, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiry inquiries or the making of any proposal or offer that constitutes an from a Third Party relating to any Acquisition Proposal, (ii) initiate enter into or participate in any discussions substantive discussion or negotiations with any Person negotiation with respect to, or provide any non-public confidential information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition merger agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or any other agreement similar Contract relating to an Acquisition ProposalProposal or enter into any Contract or agreement in principle requiring the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby, (iv) grant take any waiver, amendment action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or release under any standstill or confidentiality agreement or the other similar anti-takeover laws statute or regulation (including any transaction under, or a Third Party becoming an “interested shareholder” under, Section 203 of the DGCL), or any restrictive provision of any stateapplicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions) or (v) otherwise knowingly facilitate resolve, propose or agree to do any such inquiriesof the foregoing. The Company shall immediately cease and cause to be terminated any solicitation, proposalsdiscussion or negotiation with any Persons conducted prior to the execution of this Agreement by the Company, discussions, or negotiations its Subsidiaries or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause of the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person Representatives with respect to any Acquisition Proposal, effective immediately, which notice Proposal and shall also promptly request such Person to promptly the return or destroy destruction of all confidential information concerning provided by or on behalf of the Company and or any of its Subsidiaries and to such Person in connection with the consideration of any Acquisition Proposal to the extent that the Company shall take all reasonable necessary actions is entitled to secure its rights and ensure the performance of any have such Person’s obligations under any applicable confidentiality agreementdocuments returned or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wyeth)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination Each of this Agreement in accordance with Article X, the Company Stockholders and its Subsidiaries shall the Company agrees that it will not, and the Company shall instruct each such party will cause its affiliates not to and will each use its respective reasonable best efforts to cause its representatives and their Representatives not to to, (i) initiate, solicit solicit, encourage or knowingly encourage any inquiry facilitate inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person proposals with respect to any Acquisition Proposal, effective immediately(ii) engage or participate in any negotiations with any Person concerning any Acquisition Proposal, which notice shall also request or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any Person relating to any Acquisition Proposal. Without derogating from any agreements entered between Buyer and the Company prior to the date hereof, each of the Company Stockholders and the Company agrees that it will, and each such party will cause its affiliates and will use its respective reasonable best efforts to cause its and their Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Person other than Buyer and its affiliates with respect to promptly return or destroy all confidential information concerning any Acquisition Proposal. Each of the Company and the Company Equityholders’ Representative will promptly (within seventy-two (72) hours) notify Buyer following receipt by any of the Covered Company Stockholders or the Company or any of their respective affiliates or Representatives of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of the Company Subsidiaries by any Person that informs it or any of their affiliates or Representatives that it is considering making, or has made, an Acquisition Proposal, or any inquiry from any Person seeking to have discussions or negotiations with it or any of its Subsidiaries affiliates or Representatives relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Person making the Acquisition Proposal, inquiry or request and the material terms and conditions of any inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or written correspondence). Each of the Company and the Company Equityholders’ Representative shall take all reasonable necessary actions to secure its rights also keep Buyer informed of the status and ensure the performance terms of any such Person’s obligations under proposals, offers, discussions or negotiations on a current basis, including any applicable amendments to or revisions of the material terms of such Acquisition Proposal, and shall provide a copy of all material documentation or written correspondence relating thereto. The Company shall use its reasonable best efforts to enforce any existing confidentiality agreementor standstill agreements to which it or any of the Company Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to (i) any acquisition or purchase, direct or indirect, of 10% or more of the consolidated assets of the Company and the Company Subsidiaries or 10% or more of any class of equity or voting securities of the Company or the Company Subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of the Company, as applicable, or (ii) a merger, consolidation, share exchange or other business combination involving the Company or the Company Subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of the Company, as applicable.
Appears in 1 contract
Samples: Securities Purchase Agreement (Masonite International Corp)
Acquisition Proposals. From and after the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article Xuntil the earlier of the Effective Date or the consummation of the Offer, except as provided below, the Company and agrees that (a) neither the Company nor its Subsidiaries shall notshall, and the Company shall instruct and use not authorize or permit its reasonable best efforts to cause officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its representatives not to (iSubsidiaries) to, initiate, solicit or knowingly encourage encourage, directly or indirectly, any inquiry inquiries or the making or implementation of any proposal or offer that constitutes (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation, tender offer, exchange offer or similar transaction involving, or any purchase of all or any significant portion of the assets or any significant portion of the equity securities (excluding any issuable pursuant to agreement existing on the date hereof) of, the Company or its Subsidiaries (any such proposal or offer, other than by the Parent or its affiliates, being hereinafter referred to as an "Acquisition Proposal, (ii") initiate or engage in any discussions or negotiations with any Person with respect toconcerning, or provide any non-public confidential information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to have any Person access to the businesssubstantive discussions with, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement person relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisi- tion Proposal; (b) it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing; and (c) it will notify the Parent immediately (but in no event later than 24 hours) if any such Acquisition Proposals are received by the Company, any such information is requested from the Company, or any such negotiations or discussions are sought to be initiated or continued with the Company. Any such notice pursuant to clause (c) of the previous sentence shall include the identity of the party making the Acquisition Proposal and the terms of such proposal. Notwithstanding the foregoing, nothing contained in this Section 5.8 shall prohibit the Board of Directors of the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that indicates an interest in making a Superior Proposal (as hereinafter defined), if, and only to the extent that, (A) the Board of Directors reasonably determines in good faith after consultation with outside counsel that such action is required for the Board of Directors to comply with its fiduciary duties to its stockholders under applicable law and (B) the Company keeps the Parent informed of the status and terms of any such discus- sions or negotiations; and (ii) to the extent applicable, comply- ing with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. From If any person or entity makes a Superior Proposal, upon receipt and after the date hereofdetermination thereof, the Company and its officers and directors shallshall promptly (but in no event later than 24 hours after determination) provide written notice (a "Notice of a Superior Proposal") to the Parent of such Superior Proposal, including the identity of the parties and the terms thereof. For purposes of this Agreement, "Superior Proposal" means an unsolic- ited bona fide Acquisition Proposal by a third party in writing that the Board of Directors of the Company shall instruct and cause determines in its good faith reasonable judgment (based on the advice of a nationally recognized investment banking firm) provides greater aggregate value to the Company’s representatives's stockholders than the transactions contem- plated by this Agreement and for which any required financing is committed or which, its Subsidiaries and their representatives toin the good faith reasonable judgment of the Board of Directors (based on the advice of a nationally recog- nized investment banking firm), immediately cease and is reasonably capable of being financed by such third party. Nothing in this Section 5.8 shall (x) permit the Company to terminate all discussions and negotiations with this Agreement, (y) permit the Company to enter into any Persons that may be ongoing agreement with respect to an Acquisition ProposalProposal during the term of this Agreement, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to or (z) affect any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance other obligation of any such Person’s obligations party under any applicable confidentiality agreementthis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Joseph Littlejohn & Levy Fund Ii Lp)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries shall agrees that it will not, and will cause Company Bank and each of the Company’s and Company shall instruct Bank’s respective officers, directors, employees, agents, advisors, attorneys, accountants, consultants and use its reasonable best efforts to cause its other representatives (collectively, “Representatives”) not to to, directly or indirectly, (i) initiate, solicit solicit, knowingly induce or encourage or knowingly encourage any inquiry or facilitate the making of any proposal inquiries, offers or offer that constitutes an proposals with respect to, or which could reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate engage or participate in any discussions or negotiations with any Person with respect to, or provide concerning any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) provide or make available any confidential or nonpublic information or data to, or have any discussions with, any Person relating to any Acquisition Proposal, except to notify a Person that has made or, to the Knowledge of the Company, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.15(a), or (iv) enter into any acquisition agreement, merger agreement in principle or similar definitive letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement intent relating to an Acquisition Proposal; provided, (iv) grant any waiverthat, amendment prior to the adoption of this Agreement by the shareholders of the Company by the Requisite Company Vote, in the event the Company receives an unsolicited bona fide written Acquisition Proposal after the execution of this Agreement that did not result from a breach of this Section 6.15(a), it may, and may permit Company Bank and the Company’s and Company Bank’s Representatives to, furnish or release under any standstill cause to be furnished nonpublic information or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any data and participate in such inquiries, proposals, discussions, or negotiations or discussions to the extent that the Company Board concludes in good faith, after consultation with and having considered the advice of its outside financial advisor and outside legal counsel, that (A) such Acquisition Proposal constitutes a Superior Proposal or would reasonably be likely to result in a Superior Proposal and (B) failure to take such actions would constitute a violation of its fiduciary duties to the Company’s shareholders under applicable law; provided, further, that, prior to providing or making available any effort or attempt by any Person nonpublic information permitted to make an Acquisition Proposal. From and after be provided pursuant to the date hereofforegoing proviso, the Company and its officers and directors shallshall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, and which confidentiality agreement shall not provide such Person with any exclusive right to negotiate with the Company; provided, further, that the Company shall instruct and cause provide Parent with at least five (5) business days’ prior notice of the CompanyCompany Board’s representativesconsideration of any Acquisition Proposal and, its Subsidiaries and their representatives toin addition, immediately cease and terminate all if the Company makes the conclusion described above, five (5) business days’ notice prior to furnishing or causing to be furnished any nonpublic information or data to any other Person or participating in negotiations or discussions and negotiations with any Persons that may be ongoing with respect other Person. The Company shall promptly provide to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that Parent any non-public information regarding the Company is ending all discussions and negotiations with such Person with respect or Company Bank provided to any Acquisition Proposalother Person which was not previously provided to Parent, effective immediately, which notice shall also request such Person additional information to promptly return or destroy all confidential be provided no later than the date of provision of such information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such other Person’s obligations under any applicable confidentiality agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flushing Financial Corp)
Acquisition Proposals. (a) From the date hereof until the Closing Date Effective Time or, if earlier, the termination of date on which this Agreement is terminated in accordance with Article XIX, the Company shall not, shall cause its Subsidiaries and its and its Subsidiaries’ respective directors, officers and employees not to and shall not authorize or permit its and its Subsidiaries shall notrespective other Representatives to, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to directly or indirectly, (i) initiate, solicit solicit, knowingly encourage or knowingly encourage any inquiry or facilitate (including by way of providing information) the making submission of any proposal inquiries, proposals or offer offers (whether firm or hypothetical) or any other efforts or attempts that constitutes an constitute or may reasonably be expected to lead to any Acquisition Proposal, (ii) initiate have any discussions or negotiations with any Person with respect to, or provide any non-public confidential information or data concerning the Company or any of its Subsidiaries to any Person person relating to, to an Acquisition Proposal Proposal, or afford to engage in any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with negotiations concerning an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement approve or similar definitive agreementrecommend, or propose to approve or recommend, any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant approve or recommend, or propose to approve or recommend, or execute or enter into, any waiverletter of intent, amendment agreement in principle, memorandum of understanding, merger agreement, asset or release under any standstill share purchase or confidentiality share exchange agreement, option agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect other similar agreement related to any Acquisition Proposal, effective immediately(v) enter into any agreement or agreement in principle requiring, which notice directly or indirectly, the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (vi) propose or agree to do any of the foregoing. Notwithstanding the foregoing provisions of this Section 7.4(a), prior to obtaining the Company Stockholder Approval, but not after, in the event that the Company receives after the date hereof an unsolicited bona fide written Acquisition Proposal and the Company Board concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, the Company may, and may permit its Subsidiaries and its and their directors, officers, employees and Representatives, to take any action described in clause (ii) above if the Company Board, after consultation with its outside legal advisors, determines in good faith that failure to take such action is more likely than not to result in a violation of its fiduciary duties under applicable Law; provided, however, that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, the Company shall also request have entered into a written confidentiality agreement with such Person third party on terms no less favorable to the Company than the Confidentiality Agreement and the Company shall promptly return provide to Parent an executed copy of such confidentiality agreement (provided that the standstill in such confidentiality agreement need not prohibit the recipient thereunder from making any Acquisition Proposal of a type that could constitute or destroy all confidential result in a Superior Proposal or preclude discussions or negotiations related to any such Acquisition Proposal); and provided, further, that the Company shall promptly (and in any event within 24 hours) provide Parent with any non-public information concerning the Company and or its Subsidiaries and the Company shall take all reasonable necessary actions provided to secure such person which was not previously provided to Parent (or its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementRepresentatives).
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of (a) So long as this Agreement remains in accordance with Article Xeffect, the Company and its Subsidiaries except as otherwise expressly permitted by this Agreement, Eureka shall not, and the Company shall instruct not authorize, permit or cause any Eureka Subsidiary and use its reasonable best efforts to cause its representatives not to their respective Representatives to, directly or indirectly: (i) initiate, solicit solicit, induce or knowingly encourage (including by way of furnishing information), or take any inquiry or action to facilitate the making of of, any inquiry, offer or proposal that constitutes, relates or offer that constitutes could reasonably be expected to lead to an Acquisition Proposal, ; (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries respond to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement inquiry relating to an Acquisition Proposal, ; (iii) recommend or endorse an Acquisition Proposal; (iv) grant participate in any waiverdiscussions or negotiations regarding any Acquisition Proposal or furnish, amendment or otherwise afford access, to any Person (other than NexTier) any information or data with respect to Eureka or any Eureka Subsidiary or otherwise relating to an Acquisition Proposal; (v) release under any standstill Person from, waive any provisions of, or fail to enforce any confidentiality agreement or the anti-takeover laws of standstill agreement to which Eureka or any state, Eureka Subsidiary is a party; or (vvi) otherwise knowingly facilitate enter into any such inquiriesagreement, proposalsagreement in principle, discussions, letter of intent or negotiations similar instrument with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any effort agreement, agreement in principle, letter of intent or attempt by any Person similar instrument relating to make an Acquisition Proposal. From Any violation of the foregoing restrictions by Eureka or any Eureka Representative, whether or not such Eureka Representative is so authorized and after the date hereofwhether or not such Eureka Representative is purporting to act on behalf of Eureka or otherwise, the Company shall be deemed to be a breach of this Agreement by Eureka. Eureka and its officers and directors each Eureka Subsidiary shall, and shall cause each of the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives Eureka Representatives to, immediately cease and terminate cause to be terminated any and all discussions existing discussions, negotiations, and negotiations communications with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any existing or potential Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eureka Financial Corp.)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not(a) First Mutual agrees that it shall, and the Company shall instruct direct and use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the other party to promptly return or destroy any confidential information previously furnished by or on behalf of First Mutual thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. From the date of this Agreement through the Effective Time, First Mutual shall not, and shall cause its directors, officers or employees (and those of any First Mutual Subsidiary) or any Representative retained by it (or any Subsidiary) not to to, directly or indirectly through another Person, (i) initiatesolicit, solicit initiate or knowingly encourage (including by way of furnishing information or assistance), or take any inquiry other action designed to facilitate or that is likely to result in, any inquiries or the making of any proposal or offer that constitutes an constitutes, or is reasonably likely to lead to, any Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public confidential information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into participate in any acquisition agreement, merger agreement discussions or similar definitive agreement, or negotiations regarding any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant waive, terminate, modify or fail to enforce any waiverprovision of any contractual “standstill” or similar obligations of any Person other than Washington Federal or its affiliates, amendment (v) approve or release under recommend, propose to approve or recommend, or execute or enter into, any standstill or confidentiality letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the anti-takeover laws of any stateforegoing, or (vvi) otherwise knowingly facilitate make or authorize any such inquiriesstatement, proposalsrecommendation or solicitation in support of any Acquisition Proposal; provided, discussionshowever, that prior to the date of the First Mutual Meeting, if the First Mutual Board determines in good faith, after consulting with its outside legal and financial advisors, that the failure to do so would breach, or negotiations or any effort or attempt by any Person would reasonably be expected to make an Acquisition Proposal. From and after the date hereofresult in a breach of, the Company First Mutual Board’s fiduciary duties under applicable law, First Mutual may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.08(a)(i) that the First Mutual Board determines in good faith constitutes a Superior Proposal (as defined below), subject to providing 48 hour prior written notice of its decision to take such action to Washington Federal and its officers identifying the Person making the proposal and directors shallall the material terms and conditions of such proposal and compliance with Section 6.08(b), and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing (1) furnish information with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company itself and its Subsidiaries to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by First Mutual after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the Confidentiality Agreement are to Washington Federal, and (2) participate in discussions or negotiations regarding such a Superior Proposal. For purposes of this Agreement, the term “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatory application or notice (whether in draft or final form) or disclosure of an intention to do any of the foregoing from any Person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes 10% or more of the total revenues, net income, assets or deposits of First Mutual and its Subsidiaries taken as a whole, (x) direct or indirect acquisition or purchase of any class of Equity Securities representing 10% or more of the voting power of First Mutual or any of its Subsidiaries, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 10% or more of any class of Equity Securities of First Mutual or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving First Mutual or any of its Subsidiaries, other than the transactions contemplated by this Agreement. For purposes of this Agreement, the term “Superior Proposal” means any bona fide written proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of First Mutual Common Stock then outstanding or all or substantially all of First Mutual’s consolidated assets, which the First Mutual Board determines in good faith, after taking into account all legal, financial, regulatory and other aspects of the proposal and the Company person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), and after taking into account the advice of First Mutual’s financial advisor (which shall take all reasonable necessary actions be a nationally recognized investment banking firm) and outside counsel, (i) is more favorable from a financial point of view to secure its rights stockholders than the Merger, (ii) is reasonably likely to be consummated on the terms set forth, and ensure (iii) for which financing, to the performance extent required, is then committed or which, in the good faith judgment of any the First Mutual Board, is reasonably likely to be obtained by such Person’s obligations under any applicable confidentiality agreementthird party.
Appears in 1 contract
Samples: Shareholder Agreement (First Mutual Bancshares Inc)
Acquisition Proposals. From and after the date hereof until the Closing Date or, if earlier, earlier of the termination of this Agreement in accordance with Article Xor the Effective Time, the Company and its Subsidiaries shall notwill, and the Company shall instruct and use its reasonable best efforts to will cause its officers, employees, representatives not to (i) initiateand agents to, solicit or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate immediately cease any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons parties that may be ongoing with respect to an Alternative Acquisition Proposal (as defined below). The Company will not, nor will it authorize or permit any of its officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it to, directly or indirectly, (i) solicit, initiate or encourage, or knowingly take any other action (except as required by 15 Pa. C.S.A. Section 1508(b)) to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Alternative Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Alternative Acquisition Proposal; provided, however, that if the Board of Directors of the Company determines in good faith, after consultation with and as promptly as practicable thereafter notify each such Person based upon the written advice of outside counsel to the effect Company, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in respect to an Alternative Acquisition Proposal that was not solicited or initiated by the Company, participate in discussions or negotiations regarding such Alternative Acquisition Proposal. "Alternative Acquisition Proposal" means any bona fide proposal or offer (other than the transactions contemplated by this Agreement) from a third party with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of, all or substantially all of the assets or securities of the Company. In the event that the Board of Directors of the Company determines in good faith, after consultation with and based upon the written advice of outside counsel to the Company, that it is ending all discussions necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Board of Directors of the Company may approve or recommend a Superior Proposal (as defined below) or terminate this Agreement (and negotiations concurrently with or after such Person termination, if it so chooses, cause the Company to enter into any acquisition agreement with respect to any Acquisition Superior Proposal), but in each case only at a time that is not less than three business days following Purchaser's receipt of written notice that the Board of Directors of the Company has received a Superior Proposal, effective immediatelyspecifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal. For purposes of this Agreement, a "Superior Proposal" means any bona fide fully financed written Acquisition Proposal made by a third party the terms of which notice shall also request such Person to promptly return or destroy all confidential information concerning the Board of Directors of the Company and determines in its Subsidiaries and good faith judgment (based on the advice of a financial advisor to the Company shall take all reasonable necessary actions of nationally recognized reputation) to secure its rights be more favorable to the Company's stockholders from a financial point of view than the transactions contemplated hereby and ensure the performance of for which any such Person’s obligations under any applicable confidentiality agreementrequired financing is committed.
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its commercially reasonable best efforts to cause its representatives Subsidiaries and its representatives, not to (ia) initiatesolicit, solicit initiate or knowingly encourage participate in any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposal, (iiib) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (ivc) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws Laws of any state, or (vd) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors shallto, and the Company shall instruct and shall use its commercially reasonable efforts to cause the Company’s its representatives, its Subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an any Acquisition ProposalProposal (other than Acquiror and its representatives). From and after the date hereof, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such shall promptly notify Acquiror if any Person makes any written proposal, offer or inquiry with respect to any an Acquisition ProposalProposal and provide Acquiror with a description of the material terms and conditions thereof to the extent that such disclosure would not result in breach of the Company’s confidentiality obligations that are in existence as of the date hereof. Subject to Section 6.1, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and their respective representatives shall not be restricted pursuant to this Section 6.6 with respect to any actions taken in connection with (1) the Company shall take all reasonable necessary actions Pre-Closing Restructuring and (2) preliminary discussions with potential financing sources related to secure its rights the arrangement of financing in order to facilitate the consummation of the transactions contemplated by this Agreement or for the financing of the Acquiror following the Closing; provided, that no non-public information and ensure the performance no material terms of any such Person’s obligations under investment or other similar substantive information, in each case, whether in writing or orally, shall be provided to any applicable Person in connection with such actions without (i) providing Acquiror with prior written notice and (ii) the existence of a confidentiality agreementagreement between the parties. The Company shall keep Acquiror reasonably informed of any such discussions and information furnished to any Person pursuant to this Section 6.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextGen Acquisition Corp. II)
Acquisition Proposals. From the date hereof until the Closing Date or(a) The Company agrees that, if earlierexcept as expressly contemplated by this Agreement, the termination neither it nor any of this Agreement in accordance with Article X, the Company and its Subsidiaries shall notshall, and the Company shall instruct and use its reasonable best efforts to cause its their respective officers or directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives not to (i) initiate, solicit solicit, encourage or knowingly encourage any inquiry or facilitate the making of any proposal Acquisition Proposal (as hereinafter defined) or offer that constitutes an Acquisition Proposal, (ii) initiate any except as permitted below, engage in negotiations or discussions or negotiations with any Person with respect towith, or provide furnish any non-public information or data concerning to, any third party relating to an Acquisition Proposal (other than the transactions contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, until the receipt of the Required Vote, and subject to the provisions of Section 5.2(b) and (c), the Company and the Board (i) may participate in negotiations or discussions (including, as a part thereof, making any counterproposal) with or furnish information or data to any third party pursuant to a confidentiality agreement on terms no less favorable to the Company as the Confidentiality Agreement (as defined hereinafter), if either (A) the Board determines in good faith, after receiving the advice of its financial advisors, that a third party has made a Superior Proposal after the date hereof or an Acquisition Proposal that the Board concludes would be reasonably likely to constitute a Superior Proposal (and such Acquisition Proposal was not solicited by the Company or any affiliate or agent of its Subsidiaries the Company at the explicit or implicit direction of the Company) or (B) the Board determines in good faith, after consultation with independent counsel, that the failure to participate in such negotiations or discussions or to furnish such information or data would be reasonably likely to constitute a breach of the Board's fiduciary duties under applicable law, (ii) shall be permitted to (X) take and disclose to the holders of the Company Common Stock a position with respect to the Merger or another Acquisition Proposal (including a Superior Proposal), or amend or withdraw such position, if, based on the advice of independent counsel, the Board determines that such action is required pursuant to Rules 14d-9 and 14e-2 under the Exchange Act and (Y) make disclosure to stockholders as the Board determines after consultation with independent counsel is necessary to comply with the Board's fiduciary duties under applicable law and (iii) shall be permitted to request from any Person relating to, making an Acquisition Proposal or afford such information as may be necessary for the Board to any Person access inform itself as to the business, properties, assets or personnel material terms of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and Immediately after the date hereofexecution and delivery of this Agreement, the Company and its officers and directors shallSubsidiaries will, and the Company shall will instruct their respective officers, directors, employees, investment bankers, attorneys, accountants and cause the Company’s representatives, its Subsidiaries and their representatives other agents to, immediately cease and terminate all any existing activities, discussions and or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person parties conducted heretofore with respect to any possible Acquisition Proposal, effective immediately, which notice shall also request such Person . The Company agrees that it will take the necessary steps to promptly return inform its officers, directors, investments bankers, attorneys, accountants, financial advisors, agents or destroy all confidential information concerning other representatives involved in the Company and its Subsidiaries and transactions contemplated by this Agreement of the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementundertaken in this Section 5.2(a).
Appears in 1 contract
Samples: Stockholders' Agreement (Johns Manville Corp /New/)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of (a) Until this Agreement has been terminated in accordance with Article XSection 7.1 (and the payments, the if any, required to be made in connection with such termination pursuant to Section 7.2(b) have been made), Company and its Subsidiaries shall not, and the Company shall instruct not authorize or permit any of its Affiliates to, and use its reasonable best efforts to shall cause its and its Affiliates’ officers, directors, employees, consultants, representatives and other agents, including investment bankers, attorneys, accountants and other advisors (collectively, the “Representatives”), not to to, directly or indirectly, (i1) encourage (including by way of furnishing or disclosing information), solicit, initiate, solicit make or knowingly encourage facilitate the making of, or take any inquiry other action to facilitate any inquiries or the making of any proposal or offer that constitutes an or may reasonably be expected to lead to, any Acquisition Proposal (including by taking any action after the date of this Agreement that would make Section 203 of the DGCL inapplicable to any Acquisition Proposal), (2) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or any of its Subsidiaries) in connection with any Acquisition Proposal, (ii3) initiate any discussions release or negotiations with permit the release of any Person from, or waive or permit the waiver of any provisions of, or otherwise fail to exercise its rights under, any confidentiality, standstill or similar agreement to which Company is a party or under which Company has any rights with respect to, to the divestiture of the voting securities or provide any non-public information or data concerning material portion of the assets of Company (except for any such agreement with Parent or any of its Subsidiaries Subsidiaries), (4) effect a Change in Company Recommendation, (5) approve or recommend, or propose to approve or recommend, any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii6) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in agreement-in-principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality acquisition agreement or the anti-takeover laws of any state, other instrument contemplating or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect relating to any Acquisition Proposal. Notwithstanding the foregoing, effective immediately, which notice shall also request such Person at any time prior to promptly return or destroy all confidential information concerning the time that the Company and its Subsidiaries Requisite Stockholder Vote is obtained, Company and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement.Representatives may:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Johnson Controls Inc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, The Company agrees that neither the Company nor any of its subsidiaries nor any of the respective officers and directors of the Company or its Subsidiaries shall notsubsidiaries shall, and the Company shall instruct direct and use its reasonable best efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its subsidiaries) not to (i) to, directly or indirectly initiate, solicit solicit, encourage or knowingly encourage otherwise facilitate (including by providing any inquiry confidential information or data to or having any negotiations or discussions with any person (other than Parent or its affiliates) making or inquiring with respect to making an Acquisition Proposal), any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of the Company) with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving the Company, or any purchase of more than 15% (on a fair market value basis) of the assets of the Company and its subsidiaries on a consolidated basis (including any such purchase of assets effected indirectly through the purchase of such subsidiaries), or any purchase of, or tender offer for, more than 15% of any equity securities of the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), except that constitutes the Company shall have the right, if, and only to the extent that, the Company's Board of Directors concludes in good faith after consultation with outside legal counsel that such actions are required to comply with the fiduciary duties of the Company's Board of Directors under applicable law in response to a bona fide, written Acquisition Proposal not solicited on or after the date hereof, to engage in negotiations concerning, provide confidential information or data to, or have discussions with, any person relating to an Acquisition Proposal. The Company will immediately cease and cause to be terminated any existing activities, (ii) initiate any discussions or negotiations with any Person parties conducted heretofore with respect toto any of the foregoing. The Company will take the necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 7.2. The Company will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or provide any non-public information such negotiations or data concerning discussions are sought to be initiated or continued with the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the subsidiaries. The Company or any of its Subsidiaries also will promptly request each person which has heretofore executed a confidentiality agreement in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter its consideration of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, acquiring the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning heretofore furnished to such person by or on behalf of the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, The Company agrees that neither the Company nor any of its subsidiaries nor any of the respective officers and directors of the Company or its Subsidiaries shall notsubsidiaries shall, and the Company shall instruct direct and use its reasonable best efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its subsidiaries) not to (i) to, initiate, continue, solicit or knowingly encourage encourage, directly or indirectly, any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal(including, (iiwithout limitation, any proposal or offer to stockholders of the Company) initiate any discussions or negotiations with any Person with respect to, or provide furnish any non-public information to any third party, with respect to a merger, consolidation, business combination or data concerning similar transaction involving, or any tender offer, exchange offer or other purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries subsidiaries (any such proposal or offer being hereinafter referred to any Person relating toas an "Acquisition Proposal") or, an Acquisition Proposal or afford to any Person access to unless the business, properties, assets or personnel Board of Directors of the Company receives an unsolicited written offer with respect to a merger, consolidation or sale of all or substantially all of the Company's assets or an unsolicited tender or exchange offer for the Shares is commenced, which the Board of Directors of the Company determines in good faith (after receiving advice of independent legal counsel that such action is required for the discharge of their fiduciary duties) is more favorable to the stockholders of the Company than the Offer (an "Alternative Transaction"), engage in any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreementnegotiations concerning, or provide any letter of intent, memorandum of understanding confidential information or agreement in principledata to, or have any other agreement discussions with, any person relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make or implement an Acquisition Proposal. From and after the date hereof, the The Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, will immediately cease and terminate all cause to be terminated any existing activities, discussions and or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person parties conducted heretofore with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to of the foregoing. The Company will as promptly return or destroy all confidential information concerning the Company as reasonably practicable (and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of in any event within 24 hours) notify Purchaser (i) if any such Person’s obligations under inquiries or proposals are received by, any applicable confidentiality agreement.such information is requested from, or any such negotiations or discussions are sought to be initiated with the Company, (ii) of its receipt of an acquisition proposal and (iii) of the existence of an Alternative Transaction. Prior to furnishing nonpublic information to, or entering into discussions or negotiations with, any other persons or entities, the
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date orTrust Company agrees that neither it nor its officers, if earlierdirectors, the termination of this Agreement in accordance with Article Xagents, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiateadvisors or affiliates will, solicit or knowingly encourage any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person proposals with respect to, or engage in any negotiations concerning, or provide any non-public confidential information to, or data concerning the have any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Trust Company or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of its Subsidiaries to the assets or operations of, Trust Company, other than the transactions contemplated by this Agreement (any Person relating of the foregoing, an "Acquisition Proposal"); provided, that, if Trust Company is not otherwise in violation of this Section 6.04, the Trust Company Board may provide information to, an Acquisition Proposal and may engage in such negotiations or afford to any Person access to the businessdiscussions with, propertiesa person, assets directly or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement through representatives relating to an Acquisition ProposalProposal and approve such Acquisition Proposal to its shareholders, if (iv1) grant any waiverthe Trust Company Board, amendment after having consulted with and considered the written advice of outside counsel to the Trust Company Board, has determined in good faith that the provision of such information or release under any standstill the engaging in such negotiations or discussions is required in order to discharge properly the directors' fiduciary duties in accordance with the FBC and (2) Trust Company has received from such person a confidentiality agreement on substantially the same terms as entered into by FNBI or the anti-takeover laws of Bank. Trust Company also agrees immediately to cease and cause to be terminated any stateactivities, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, discussions or negotiations or any effort or attempt by any Person conducted prior to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, of this Agreement with any parties other than FNBI and the Company shall instruct and cause the Company’s representativesBank, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any of the foregoing. Trust Company shall promptly advise FNBI and the Bank on a current basis following the receipt by it of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries advise FNBI and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance Bank of any developments with respect to such Person’s obligations under any applicable confidentiality agreementAcquisition Proposal promptly upon the occurrence thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First National Bancshares Inc/ Fl/)
Acquisition Proposals. From Subject to the date hereof until fiduciary duties of the Closing Date orBoard of Directors of the Corporation, if earlieras advised by outside counsel, neither the termination Corporation, any of this Agreement in accordance with Article Xthe Corporation Subsidiaries nor any Partnership shall, directly or indirectly, take (nor shall the Company and its Corporation, Corporation Subsidiaries shall notor any Partnerships authorize or permit their respective officers, and the Company shall instruct and use its reasonable best efforts directors, employees, representatives, investment bankers, attorneys, accountants or other agents or affiliates, to cause its representatives not take) any action to (i) initiateencourage, solicit or knowingly encourage initiate the submission of any inquiry Acquisition Proposal (defined below), (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect may reasonably be expected to lead to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From The Corporation will promptly communicate to Acquiror any solicitation by or of the Corporation and after the date hereofterms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with it. "Acquisition Proposal" shall mean any proposed (a) merger, consolidation or similar transaction involving the Corporation, (b) sale, lease or other disposition directly or indirectly by merger, consolidation, share exchange or otherwise of assets of the Corporation, the Company and its officers and directors shallCorporation Subsidiaries or the Partnerships representing 15% or more of the consolidated assets of the Corporation, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Corporation Subsidiaries and the Company shall take all reasonable necessary actions Partnerships, (c) issue, sale, or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to secure its rights and ensure purchase, or securities convertible into, such securities) in a transaction or series of transactions representing 15% or more of the performance voting power of any such Person’s obligations under any applicable confidentiality agreement.the Corporation or (D) transaction in which
Appears in 1 contract
Samples: Agreement and Plan of Merger (Physicians Resource Group Inc)
Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Company Holders Support Agreement in accordance with Article XSection 3.1, the Company and its Subsidiaries each Shareholder: (i) shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) directly or indirectly initiate, solicit or knowingly encourage engage in any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its the Company’s Subsidiaries in connection with an Acquisition Proposal, (iiiii) execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other arrangement or agreement relating to an Acquisition Proposal, (iviii) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (viv) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal or (v) agree or otherwise commit to enter into or engage in any of the foregoing. Each Shareholder also agrees that immediately following the execution of this Company Holders Support Agreement it shall cease any solicitations, discussions or negotiations with any Person (other than the parties to the Business Combination Agreement and their respective representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. From Each Shareholder shall promptly (and in any event within two (2) Business Days) notify, in writing, SPAC of the receipt of any inquiry, proposal, offer or request for information received after the date hereofhereof that constitutes, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives or could reasonably be expected to result in or lead to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, which notice shall include a summary of the material terms of such inquiry, proposal, offer or request for information. Each Shareholder shall promptly (and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person in any event within twenty-four (24) hours) keep SPAC reasonably informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of Proposal (including any such Person’s obligations under any applicable confidentiality agreementmaterial changes thereto).
Appears in 1 contract
Samples: Joinder Agreement (SC Health Corp)
Acquisition Proposals. From Any offer or proposal by any corporation, partnership, person or other entity or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving MedCath or any of its subsidiaries or divisions, or any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the date hereof until assets of, MedCath or any of its subsidiaries, other than pursuant to the Closing Date ortransactions contemplated by this Agreement, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries is hereby defined as an "Acquisition Proposal". MedCath shall not, and the Company nor shall instruct and use it permit any of its reasonable best efforts officers, directors, affiliates, representatives or agents to, directly or indirectly, (a) take any action to cause its representatives not to (i) initiatesolicit, solicit initiate or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, or (iib) initiate participate in any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any Person other person or entity or take any other action to make facilitate an Acquisition Proposal. From and after the date hereof, the Company MedCath, its subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, MedCath and its officers subsidiaries shall cease doing any of the foregoing. Notwithstanding the foregoing, MedCath or any such persons may, directly or indirectly, subject to a confidentiality agreement substantially no less favorable taken as a whole to MedCath than the Confidentiality Agreement, furnish to any party information and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect access in response to a request for information or access made incident to an Acquisition Proposal, Proposal made after the date hereof and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all may participate in discussions and negotiations negotiate with such Person with respect to party concerning any written Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning Proposal made after the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of date hereof (provided neither MedCath nor any such Person’s obligations , after the date hereof, solicited, initiated or encouraged such Acquisition Proposal), if the board of directors of MedCath, or in the event of an Acquisition Proposal in which a member of such Board of Directors or any affiliate thereof has an interest which would be adverse to MedCath (an "Interested Party Proposal"), then the Strategic Options Committee, shall have determined in good faith based upon the reasonably concluded written advice of outside counsel to MedCath or counsel to the Strategic Options Committee, as the case may be, that failing to take such action would violate MedCath's board of directors' fiduciary duty under applicable law. During the term of this Agreement, the board of directors of MedCath shall notify Acquiror immediately if any applicable Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep Acquiror promptly advised of all material developments which could reasonably be expected to culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. During the term of this Agreement, MedCath shall not waive or modify any provisions contained in any confidentiality agreementagreement entered into relating to a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of MedCath.
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, Neither the Company and its Subsidiaries shall notnor the Stockholders will, and nor will any of them authorize or permit any officer, director, employee, consultant or contractor or any investment banker, attorney, accountant or other agent or Representative of the Company shall instruct and use its reasonable best efforts or any of the Stockholders acting on any of their behalf to, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to cause its representatives not any Person any information in respect of, or take any other action to (i) initiatefacilitate, solicit any Acquisition Proposal or knowingly encourage any inquiry inquiries or the making of any proposal that constitutes, or offer that constitutes an may reasonably be expected to lead to, any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, (ii) initiate each of the Company and the Stockholders will, and will cause its officers, directors, employees, investment bankers, attorneys, accountants and other agents and Representatives to, cease and terminate any existing activities, discussions or negotiations with any Person with parties conducted heretofore in respect to, or provide of any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an possible Acquisition Proposal or afford to and will promptly inform Parent of the receipt of any Person access to the business, properties, assets or personnel subsequent Acquisition Proposal. Each of the Company and the Stockholders will take all necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 6.1 of the obligations undertaken in this Section 6.1. “Acquisition Proposal” means an inquiry, offer or proposal regarding any of its Subsidiaries in connection with an Acquisition Proposalthe following (other than the Contemplated Transactions) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale of shares of capital stock or other equity interests or securities; (iii) enter into any acquisition agreementsale, merger agreement lease, exchange, mortgage, pledge, Transfer or similar definitive agreement, other disposition of all or any letter material portion of intent, memorandum its assets in a single transaction or series of understanding transactions; or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiverpublic announcement of a proposal, amendment plan or release under intention to do any standstill or confidentiality agreement or of the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations foregoing or any effort or attempt by agreement to engage in any Person to make an Acquisition Proposal. From and after of the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementforegoing.
Appears in 1 contract
Acquisition Proposals. From the date hereof Unless and until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article Xshall have been terminated pursuant to Section 6.1 or Section 6.2, the Company and its Subsidiaries Total eMed shall notnot directly, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to or indirectly through any officer, director, agent, employee or representative (each, a "Representative") (i) encourage, initiate, solicit or knowingly encourage entertain, on or after the date hereof, any inquiry inquiries or the making submission of any proposal proposals or offer that constitutes offers from any person relating to any merger, consolidation, sale of all or substantially all of its assets or similar business transaction involving Total eMed (each, an "Acquisition Proposal, Transaction"); (ii) initiate participate in any discussions or negotiations with regarding, furnish to any Person other person any information with respect to, or provide otherwise assist or participate in, any non-attempt by any third party to propose or offer any Acquisition Transaction; (iii) enter into or execute any agreement relating to an Acquisition Transaction; or (iv) make or authorize any public information statement, recommendation or data concerning the Company solicitation in support of any Acquisition Transaction or any of its Subsidiaries proposal or offer relating to any Person relating to, an Acquisition Proposal or afford to any Person access Transaction, in each case other than with respect to the businessMerger. Total eMed will promptly (a) notify MDLI in writing if, propertieson or after the date of this Agreement, assets it receives any proposal or personnel of the Company written inquiry or any of its Subsidiaries written request for information in connection with an Acquisition Proposal, Transaction or potential Acquisition Transaction and (iiib) enter into notify MDLI in writing of the significant terms and conditions of any acquisition agreement, merger agreement Acquisition Transaction or similar definitive agreement, or any letter potential Acquisition Transaction including the identity of intent, memorandum of understanding or agreement in principle, or any other agreement relating to the party making an Acquisition ProposalTransaction. In addition, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From from and after the date hereofof this Agreement, until the Company and earlier to occur of the Effective time or termination of this Agreement pursuant to its officers and directors shallterms, Total eMed will not, and the Company shall will instruct and cause the Company’s its directors, officers, employees, representatives, its Subsidiaries investment bankers, agents and their representatives affiliates not to, immediately cease and terminate all discussions and negotiations with directly or indirectly, make or authorize any Persons that may be ongoing with respect to an Acquisition Proposalpublic statement, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to recommendation or solicitation in support of any Acquisition ProposalTransaction made by any person, effective immediately, which notice shall also request such Person to promptly return entity or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementgroup (other than MDLI).
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, Until the termination of this Agreement in accordance with Article XAgreement, the Company and its Subsidiaries shall will not, and nor will it authorize or permit any Representative of the Company shall instruct and use its reasonable best efforts to cause its representatives not to to, directly or indirectly, (i) solicit, initiate, solicit or encourage the submission of any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information in respect of, or knowingly encourage take any inquiry other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or offer that constitutes an may reasonably be expected to lead to, any Acquisition Proposal. The Company shall notify Parent of any Acquisition Proposal (including the material terms and conditions thereof, (iiany subsequent modifications thereto, and the identity of the person making it) initiate as promptly as practicable after its receipt thereof, and shall provide Parent with a copy of any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an written Acquisition Proposal or afford to any Person access to amendments or supplements thereto. Immediately after the businessexecution and delivery of this Agreement, properties, assets or personnel of the Company or will, and will use its commercially reasonable efforts to cause its affiliates, and their respective Representatives to, cease and terminate any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposalsexisting activities, discussions, or negotiations or with any effort or attempt by parties conducted heretofore in respect of any Person to make an possible Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the The Company shall take all reasonable necessary actions steps to secure its rights and ensure promptly inform the performance persons referred to in the first sentence of this Section 6.5 of the obligations undertaken in this Section 6.5. “Acquisition Proposal” means an inquiry, offer, or proposal regarding any such Person’s obligations under of the following (other than the transactions contemplated by this Agreement) involving the Company: (w) any applicable confidentiality agreementmerger, consolidation, share exchange, recapitalization, business combination, or other similar transaction; (x) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition of all or substantially all the assets of the Company in a single transaction or series of related transactions; (y) any tender offer or exchange offer for 20% or more of the outstanding shares of Company Common Stock; or (z) any public announcement of a proposal, plan, or intention to do any of the foregoing or any agreement to engage in any of the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, Neither the Company and its Subsidiaries shall notnor the Unitholders will, and nor will either of them authorize or permit any officer, director, employee, consultant or contractor or any investment banker, attorney, accountant or other agent or Representative of the Company shall instruct and use its reasonable best efforts or the Unitholders acting on either of their behalf to, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to cause its representatives not any Person any information in respect of, or take any other action to (i) initiatefacilitate, solicit any Acquisition Proposal or knowingly encourage any inquiry inquiries or the making of any proposal that constitutes, or offer that constitutes an may reasonably be expected to lead to, any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, (ii) initiate each of the Company and the Unitholders will, and will cause their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents and Representatives to, cease and terminate any existing activities, discussions or negotiations with any Person with parties conducted heretofore in respect to, or provide of any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an possible Acquisition Proposal or afford to and will promptly inform Holdings of the receipt of any Person access to the business, properties, assets or personnel subsequent Acquisition Proposal. Each of the Company and the Unitholders will take all necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 5.1 of the obligations undertaken in this Section 5.1. “Acquisition Proposal” means an inquiry, offer or proposal regarding any of its Subsidiaries in connection with an Acquisition Proposalthe following (other than the Contemplated Transactions) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale of Units or other equity interests or securities, (iii) enter into any acquisition agreementsale, merger agreement lease, exchange, mortgage, pledge, Transfer or similar definitive agreement, other disposition of all or any letter material portion of intent, memorandum its assets in a single transaction or series of understanding transactions; or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiverpublic announcement of a proposal, amendment plan or release under intention to do any standstill or confidentiality agreement or of the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations foregoing or any effort or attempt by agreement to engage in any Person to make an Acquisition Proposal. From and after of the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementforegoing.
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the The Company and its Subsidiaries agrees that it shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to (i) initiateto, solicit or knowingly encourage any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person proposals with respect to, or engage in any negotiations concerning, or provide any non-public confidential information to, or data concerning have any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or any proposal or offer to acquire in any Person relating tomanner a substantial equity interest in, an Acquisition Proposal or afford to any Person access to a substantial portion of the business, properties, assets or personnel of deposits of, the Company or any of its Subsidiaries in connection with Subsidiaries, other than the transactions contem plated by this Agreement (any of the foregoing, an "Acquisition Proposal"); provided that, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter if the Company is not otherwise in violation of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereofthis Section 6.06, the Company and its officers and directors shallBoard may provide information to, and the Company shall instruct and cause the Company’s representativesmay engage in such negotiations or discussions with, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing a person with respect to an Acquisition Proposal, directly or through representatives, if (a) the Company Board, after having consulted with and as promptly as practicable thereafter notify each such Person considered the written advice of outside counsel to the effect Company Board, has determined in good faith that the provision of such information or the engaging in such negotiations or discussion is required in order to discharge properly the directors' fiduciary duties in accordance with New Jersey law and (b) the Company is ending all has received from such person a confidentiality agreement in substantially the same form as entered into by Acquiror. The Company also agrees immediately to cease and cause to be terminated any activities, discussions and or negotiations conducted prior to the date of this Agreement with such Person any parties other than the Acquiror, with respect to any of the foregoing. The Company shall promptly (within 24 hours) advise the Acquiror following the receipt by it of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning and advise the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance Acquiror of any developments with respect to such Person’s obligations under any applicable confidentiality agreementAcquisition Proposal immediately upon the occurrence thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lakeview Financial Corp /Nj/)
Acquisition Proposals. (a) From the date hereof until the earlier to occur of the Closing Date or, if earlier, or the termination of this Agreement in accordance with Article Xpursuant to Section 10.1 hereof, the Company and its Subsidiaries the Stockholders shall not, and the Company shall instruct and use its reasonable best efforts to cause its directors, officers, trustees, employees, or any of its investment bankers, attorneys or other advisors, agents or representatives not to (i) initiateto, solicit directly or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposalindirectly, (ii) initiate , participate in any discussions or negotiations with any Person with respect toregarding, or provide any non-public information solicit, initiate or data concerning encourage the Company or any of its Subsidiaries to any Person relating tosubmission of, an Acquisition Proposal or afford furnish to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries information for any purpose in connection with an Acquisition ProposalProposal 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 to do any of the foregoing. The Company will (iiia) enter into immediately notify Purchaser orally and in writing if any acquisition agreementdiscussions or negotiations are sought to be initiated, merger agreement any inquiry or similar definitive agreementproposal is made, or any letter of intent, memorandum of understanding information is requested by any Person with respect to any Acquisition Proposal or agreement in principle, or any other agreement relating proposal which could lead to an Acquisition Proposal, (ivb) grant immediately notify Purchaser of all material terms of any waiver, amendment or release under any standstill or confidentiality agreement Acquisition Proposal including the identity of the Person making the Acquisition Proposal or the anti-takeover laws of any staterequest for information, and (c) in the event a third party makes a written offer or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person proposal to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company will promptly send to Purchaser a copy of any such written offer or proposal. The Company and the Stockholders shall, and shall cause each of its Subsidiaries respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, immediately cease and cause to be terminated all discussions and negotiations that have taken place prior to the date hereof, if any, with any Persons with respect to any Acquisition Proposal. In addition, the Company shall take all reasonable steps reasonably necessary actions to secure enforce any existing standstill, non-solicitation, confidentiality or other agreements between the Company and third parties relating to any Acquisition Proposal and shall not terminate, waive or modify such agreements prior to the Closing without the prior written consent of the Purchaser. The Company agrees that it shall be responsible for any breach of this Section 6.7 by any of its rights directors, officers, trustees, employees, or any of its investment bankers, attorneys or other advisors, agents or representatives, as if the foregoing were parties to this Agreement and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementbound by this Section 6.7.
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, Neither the Company and its Subsidiaries shall notnor the Shareholder will, and nor will either of them authorize or permit any officer, director, employee, consultant or contractor or any investment banker, attorney, accountant or other agent or Representative of the Company shall instruct and use its reasonable best efforts or the Shareholder acting on either of their behalf to, directly or indirectly, (a) solicit, initiate or intentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, or furnish to cause its representatives not any Person any information in respect of, or take any other action to (i) initiatefacilitate, solicit any Acquisition Proposal or knowingly encourage any inquiry inquiries or the making of any proposal that constitutes, or offer that constitutes an may reasonably be expected to lead to, any Acquisition Proposal. Immediately after the execution and delivery of this Agreement, (ii) initiate each of the Company and the Shareholder will, and will cause their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents and Representatives to, cease and terminate any existing activities, discussions or negotiations with any Person with parties conducted heretofore in respect to, or provide of any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an possible Acquisition Proposal or afford to and will promptly inform Holdings of the receipt of any Person access to the business, properties, assets or personnel subsequent Acquisition Proposal. Each of the Company and the Shareholder will take all necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 7.1 of the obligations undertaken in this Section 7.1. “Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Contemplated Transactions) involving the Company, its Subsidiaries in connection with an Acquisition Proposalsubsidiaries or the Medical Corporations: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale of Shares or other equity interests or securities, (iii) enter into any acquisition agreementsale, merger agreement lease, exchange, mortgage, pledge, Transfer or similar definitive agreement, other disposition of all or any letter material portion of intent, memorandum its assets in a single transaction or series of understanding transactions; or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiverpublic announcement of a proposal, amendment plan or release under intention to do any standstill or confidentiality agreement or of the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations foregoing or any effort or attempt by agreement to engage in any Person to make an Acquisition Proposal. From and after of the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementforegoing.
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date orAny offer or proposal by any Person or group concerning any tender or exchange offer, if earlierproposal for a merger, the termination share exchange, recapitalization, consolidation or other business combination involving CEM or any of this Agreement in accordance with Article Xits subsidiaries or divisions, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit or knowingly encourage any inquiry or the making of any proposal or offer that constitutes to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the assets of, CEM or any of its subsidiaries, other than pursuant to the transactions contemplated by this Agreement, is hereby defined as an "Acquisition Proposal". CEM shall not, nor shall it permit any of its officers, directors, affiliates, representatives or agents to, directly or indirectly, (a) take any action to solicit, initiate or encourage any Acquisition Proposal, or (iib) initiate participate in any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or encourage any effort or attempt by any other Person or take any other action to make facilitate an Acquisition Proposal. From and after the date hereof, the Company CEM, its subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, CEM and its officers subsidiaries shall cease doing any of the foregoing. Notwithstanding the foregoing, CEM or any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect access in response to a request for information or access made incident to an Acquisition Proposal, Proposal made after the date hereof and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all may participate in discussions and negotiations negotiate with such Person with respect to party concerning any written Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning Proposal made after the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of date hereof (provided that neither CEM nor any such Person’s obligations , after the date hereof, solicited, initiated or encouraged such Acquisition Proposal), if the Committee shall have determined in good faith based upon the reasonably concluded advice of outside counsel that failing to take such action would violate CEM's board of directors' fiduciary duties under applicable law. During the term of this Agreement, the board of directors of CEM shall notify Acquiror immediately if any Acquisition Proposal is made and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep Acquiror promptly advised of all material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. During the term of this Agreement, CEM shall not waive or modify any provisions contained in any confidentiality agreement entered into relating to a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of CEM unless the Committee shall have determined in good faith based on reasonably concluded advice of outside counsel that failing to take such action would violate CEM's board of directors' fiduciary duties under applicable confidentiality agreementlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collins Michael J/Nc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination The Company agrees that neither it nor any of this Agreement in accordance with Article X, the Company Subsidiaries nor any of the respective officers and its directors of the Company or the Company Subsidiaries shall notshall, and the Company shall instruct direct and use its reasonable best efforts to cause its employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of the Company Subsidiaries) not to (i) to, directly or indirectly, initiate, solicit solicit, encourage or knowingly encourage otherwise facilitate any inquiry inquiries or the making of any proposal or offer that constitutes (including any proposal or offer to stockholders of the Company) with respect to a merger, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of the Company Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an 36 Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, (ii) initiate however that the Company may furnish or cause to be furnished such confidential information or data and may participate in such negotiations or discussions directly or through its representatives if the Company's board of directors, after having consulted with and considered the advice of the Company's board of director's independent outside counsel, has determined that any such action is necessary in order for the Company's board of directors to discharge their fiduciary duties under applicable laws. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person parties conducted heretofore with respect toto any of the foregoing and enforce any confidentiality agreements. The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.1. The Company agrees that it will notify the Acquiror immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or provide any non-public information such negotiations or data concerning discussions are sought to be initiated or continued with the Company or any of the Company Subsidiaries. The Company also agrees that it promptly shall request each other person (other than the Acquiror) that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of the Company Subsidiaries to any Person relating to, an Acquisition Proposal return or afford destroy all confidential information heretofore furnished to any Person access to the business, properties, assets such person by or personnel on behalf of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementSubsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Republic New York Corp)
Acquisition Proposals. From the date hereof of this Agreement until the earlier of the Closing Date or, if earlier, or the termination of date this Agreement in accordance with Article Xis terminated pursuant to Section 9.1 hereof, neither the Company and nor any of its Subsidiaries shall notdirectors, and the Company shall instruct and use its reasonable best efforts to cause its officers, agents, employees, Affiliates or representatives not to will directly or indirectly: (i) solicit, encourage, initiate, solicit entertain, substantively review or knowingly encourage participate in any inquiry negotiations or discussions with respect to any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the making Company, whether by purchase of any proposal assets, exclusive license, joint venture formation, purchase of stock, business combination or offer that constitutes otherwise (an “Acquisition Proposal”), (ii) initiate disclose any discussions or negotiations with information not customarily disclosed to any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of and which the Company or believes would be used for the purposes of formulating any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into assist, cooperate with, facilitate or encourage any acquisition agreement, merger agreement Person to make any Acquisition Proposal (directly or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposalindirectly), (iv) grant agree to, enter into a contract regarding, approve, recommend or endorse any waiver, amendment or release under transaction involving any standstill or confidentiality agreement or the anti-takeover laws of any stateAcquisition Proposal, or (v) otherwise knowingly facilitate authorize or permit any of the Company’s representatives to take any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposalaction. From and after the date of this Agreement until the earlier of the Closing Date or the date this Agreement is terminated pursuant to Section 9.1 hereof, the Company and its officers and directors shallshall notify Buyer promptly of any proposal or offer (formal or informal, and the Company shall instruct and cause the Company’s representativesoral, its Subsidiaries and their representatives towritten or otherwise), immediately cease and terminate all discussions and negotiations or any inquiry or contact with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to thereto, regarding any Acquisition Proposal, effective immediately, which such notice shall also request to include the identity of the Person proposing such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries Acquisition Proposal and the Company terms thereof, and shall take all reasonable necessary actions to secure its rights and ensure keep Buyer apprised, on a current basis, of the performance status of any such Person’s obligations under Acquisition Proposal and of any applicable confidentiality agreementmodifications to the terms thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Check Point Software Technologies LTD)
Acquisition Proposals. From Section 5.5.1 Subject to the date hereof terms of Section 5.5.2 and Section 5.5.3, commencing with the execution and delivery of this Agreement and continuing until the Closing Date or, if earlier, earlier to occur of the Effective Time and termination of this Agreement in accordance with Article Xits terms, the Company and its Subsidiaries shall not, and the Company shall instruct and use not authorize or knowingly permit any of its reasonable best efforts to cause its directors, officers, employees, agents or other representatives not to to, directly or indirectly: (i) solicit, encourage, initiate, solicit substantively review (except as may be permitted by the DGCL) or knowingly encourage participate in any inquiry negotiations or discussions with respect to any offer or proposal (formal or informal, oral, written or otherwise) to acquire all or any part of the making Company, whether by purchase of assets, exclusive license, joint venture formation, purchase of stock, business combination or otherwise (other than (A) discussions with Parent and Buyer regarding this Agreement, the Merger and the other transactions contemplated hereby, and (B) discussions with current and former Company Business Employees or any Holders of Company Warrants outstanding on the date hereof or granted after the date hereof in accordance with the terms of this Agreement regarding the exercise and termination of any proposal or offer that constitutes Company Options and Company Warrants) (an “Acquisition Proposal”), (ii) initiate disclose any discussions or negotiations with information not customarily disclosed to any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of and which the Company or believes would be used for the purposes of formulating any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreementassist, merger agreement cooperate with, facilitate or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by encourage any Person to make an any Acquisition Proposal (directly or indirectly), or (iv) agree to, enter into a Contract regarding, approve, recommend or endorse any transaction involving, any Acquisition Proposal. From Commencing with the execution and after delivery of this Agreement and continuing until the date hereofearlier to occur of the Effective Time and termination of this Agreement in accordance with its terms, the Company shall notify Buyer promptly of any proposal or offer (formal or informal, oral, written or otherwise), or any inquiry or contact with any Person with respect thereto, regarding any Acquisition Proposal, such notice to include the identity of the Person proposing such Acquisition Proposal and its officers and directors shallthe terms thereof, and shall keep Buyer apprised, on a current basis, of the status of any such Acquisition Proposal and of any modifications to the terms thereof. Subject to the terms of Section 5.5.2 and Section 5.5.3, the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate cause to be terminated any and all existing activities, discussions and or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person conducted prior to the effect that the Company is ending all discussions execution and negotiations with such Person delivery of this Agreement with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Check Point Software Technologies LTD)
Acquisition Proposals. From The Company agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the Closing Date or, if earlier, the termination respective officers and directors of this Agreement in accordance with Article X, the Company and or its Subsidiaries shall notshall, and the Company shall instruct direct and use its reasonable best efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to to, (ia) initiate, solicit or knowingly encourage encourage, directly or indirectly, any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal(including, (iiwithout limitation, any proposal or offer to stockholders of the Company) initiate any discussions or negotiations with any Person with respect toto a merger, consolidation or similar transaction involving, or provide any non-public information purchase of all or data concerning more than 10% of the assets or any equity securities of, the Company or any of its material Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, (b) except to the extent legally required for the discharge by the board of directors of its fiduciary duties as advised in writing by such board's counsel, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company will notify the Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company after the date hereof, and the identity of the person making such inquiry, proposal or offer and the substance thereof. Subject to the foregoing, the Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Person relating to, an Acquisition Proposal of the foregoing. The Company will take the necessary steps to inform the appropriate individuals or afford entities referred to any Person access in the first sentence hereof of the obligations undertaken in this Section 4.01. The Company will promptly request each person (other than the Parent) that has executed a confidentiality agreement prior to the business, properties, assets date hereof in connection with its consideration of a business combination with the Company or personnel any Subsidiary of the Company to return or destroy all confidential information previously furnished to such person by or on behalf of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementSubsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Astoria Financial Corp)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company agrees that (i) it and its Subsidiaries officers and directors shall not, (ii) the Company Subsidiaries and the Company Subsidiaries’ officers and directors shall instruct not and (iii) it shall use its reasonable best efforts to cause ensure that its and the Company Subsidiaries’ investment bankers, financial advisors, attorneys, accountants, employees, consultants or other agents, advisors or and representatives (“Representatives”) not to (iA) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiry inquiries or the making making, submission or reaffirmation of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect toto a tender offer or exchange offer, merger, reorganization, share exchange, consolidation or other business combination involving the Company and the Company Subsidiaries (or any of them) or any proposal or offer to acquire in any manner an equity interest representing a 20% or greater economic or voting interest in the Company, or provide any non-public information the assets, securities or data concerning other ownership interests of or in the Company or any Company Subsidiary representing 20% or more of the consolidated assets, revenues or earnings of the Company and the Company Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”) or (B) directly or indirectly, engage in any negotiations or discussions concerning, or provide access to its Subsidiaries to properties, books and records or any confidential information or data to, any Person relating to, to an Acquisition Proposal or afford to any Person access to the business, properties, assets execute or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger understanding, letter of intent or arrangement with respect to any Acquisition Proposal (other than a confidentiality agreement or similar definitive agreementdescribed below). Subject to Section 6.5(b), neither the Company nor its Board of Directors or any letter of intent, memorandum of understanding committee thereof shall recommend to its stockholders any Acquisition Proposal or approve any agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal. Notwithstanding the foregoing, and as promptly as practicable thereafter notify each such Person to the effect that nothing contained in this Agreement shall prevent the Company is ending all discussions or its Board of Directors from (i) taking and negotiations with such Person with respect disclosing to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement.any
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date orThe Company, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if earlierany, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person parties conducted heretofore with respect toto any acquisition or exchange of all or any material portion of the assets of, or provide any non-public information or data concerning equity interest in, the Company or any of its Subsidiaries or any recapitalization, business combination or similar transaction with the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate, facilitate or encourage the submission of any proposal or offer from any Person (as defined below) relating to any Person relating toacquisition or purchase of all or any material portion of the assets of, an Acquisition Proposal or afford to any Person access to the businessequity interest in, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposalor any recapitalization, (iii) enter into any acquisition agreement, merger agreement business combination or similar definitive agreement, transaction (an "Acquisition Transaction") with the Company or any letter of intent, memorandum of understanding or agreement in principle, or its Subsidiaries (any other agreement relating communication with respect to an Acquisition Transaction being an "Acquisition Proposal, (iv") grant or participate in any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any statenegotiations regarding, or (v) otherwise knowingly facilitate furnish or disclose to any such inquiries, proposals, discussionsother Person any information with respect to, or negotiations otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to make an do or seek any of the foregoing or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated hereby this Agreement; provided, however, that the Company may furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a bona fide written Acquisition Proposal. From and Proposal which was not solicited or encouraged after the date hereof, of this Agreement if the Company Board by majority vote determines in good faith (i) after consultation with and receipt of advice from its officers and directors shalloutside legal counsel, and that failing to take such action is reasonably determined to constitute a breach of the fiduciary duties of the Company shall instruct Board under applicable law, (ii) after consultation with and cause receipt of written advice from the Financial Advisor or another nationally recognized investment banking firm, that such proposal is more favorable to the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with 's stockholders from a financial point of view than the transactions contemplated hereby (including any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person adjustment to the effect that terms and conditions proposed by the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement.Purchaser in response
Appears in 1 contract
Samples: Agreement and Plan of Merger (GMG Acquisition Corp)
Acquisition Proposals. (a) From and after the date hereof until the Closing Date Effective Time or, if earlier, the termination of this Agreement in accordance with Article XVII, the Company and its Subsidiaries Special Committee shall not, and the Company Special Committee shall instruct and use its reasonable best efforts to cause its investment bankers, attorneys and other advisors and representatives (collectively, “Representatives”) not to to, and the Company shall not at the request of the Special Committee require any of the officers or employees of the Company to, (i) initiate, solicit or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, or (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement (other than a customary confidentiality agreement) relating to an Acquisition Proposal, Proposal (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an “Alternative Acquisition ProposalAgreement”). From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and use its reasonable best efforts to cause the Company’s representatives, its Subsidiaries and their representatives Representatives to, immediately (x) cease and terminate all any solicitation, encouragement, discussions and or negotiations with any Persons Person that may be ongoing with respect to an any Acquisition Proposal or a potential Acquisition Proposal, (y) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal and as promptly as practicable thereafter notify each (z) request that any such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to its Representatives promptly return or destroy all confidential information concerning the Company and its Subsidiaries and theretofore furnished thereto by or on behalf of the Company shall take or any of its Subsidiaries, and destroy all reasonable necessary actions to secure its rights analyses and ensure other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case in accordance with the performance of any applicable confidentiality agreement between the Company and such Person’s obligations . The Company shall not grant any waiver, amendment or release under any confidentiality, standstill or similar agreement (or terminate or fail to enforce such agreement) unless the Special Committee determines in good faith (after consultation with its outside counsel) that a failure to take any action would be inconsistent with the directors’ duties under applicable confidentiality agreementLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pzena Investment Management, Inc.)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives not to (i) initiate, solicit Any offer or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with by any Person with respect toor group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or provide any non-public information or data concerning other business combination involving the Company or any of its Subsidiaries or divisions of any of the foregoing, or any proposal or offer to acquire in any Person relating tomanner, an Acquisition Proposal directly or afford to any Person access indirectly, more than a thirty percent (30%) equity interest in, or more than thirty percent (30%) of the consolidated assets of, the Company and its Subsidiaries, other than pursuant to the businesstransactions contemplated by this Agreement, propertiesis hereby defined as an "ACQUISITION PROPOSAL". Unless this Agreement is terminated, assets or personnel of the Company or shall not, and shall not permit any of its Subsidiaries in connection with an to, permit any of their respective officers, directors, affiliates, representatives or agents to, directly or indirectly, (a) take any action to solicit, initiate or encourage any Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (vb) otherwise knowingly facilitate participate in any such inquiries, proposals, discussions, discussions or negotiations with or encourage any effort or attempt by any other Person or take any other action to make facilitate an Acquisition Proposal. From and after the date hereof, the Company and its officers Subsidiaries and directors shallall officers, directors, employees of, and the Company shall instruct all investment bankers, attorneys and cause the Company’s representativesother advisors and representatives of, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries Affiliates shall cease doing any of the foregoing. Notwithstanding the foregoing, the Company or any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information or access made incident to an unsolicited written Acquisition Proposal setting forth a Superior Proposal made after the date hereof and may participate in discussions and negotiate with such party concerning any written Superior Proposal made after the date hereof, not recommend shareholder approval of the Merger and terminate this Agreement as provided in Section 9.1(g) (provided that neither the Company nor any such Person, after the date hereof, solicited, initiated or encouraged such Acquisition Proposal), if the board of directors of the Company shall take all reasonable necessary actions have determined in its good faith judgment based upon the written opinion of outside counsel reasonably acceptable to secure its rights and ensure the performance Buyer (which shall in any event include Brooks Pierce McLendon Humphrey & Leonard, L.L.P.) that failing to taxx xxxx xxxxxn xxxxx xxxxxxx xxe dxxxxxxxs' fiduciary duties under applicable law. Unless this Agreement has been terminated, the board of directors of the Company shall notify the Buyer immediately if any Acquisition Proposal is received by the Company, or if any information is requested from, or if any requests for negotiations or discussion is sought to be initiated or continued with the Company or any such Person’s obligations under Person and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal, information request, negotiations or discussions and shall keep the Buyer promptly advised of all Material developments that could culminate in the board of directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. Unless this Agreement has been terminated, neither the Company nor any applicable of its Subsidiaries shall waive or modify any provisions contained in any confidentiality agreementagreement entered into relating to a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of the Company or any of its Affiliates.
Appears in 1 contract
Samples: Merger Agreement (Capital Bank Corp)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company agrees that it shall not and shall cause its Subsidiaries shall notnot to, and the Company shall instruct and use its reasonable best efforts to cause its representatives and its Subsidiaries’ Representatives not to to, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiry inquiries or the making of any proposal or offer that constitutes an from a Third Party relating to any Acquisition Proposal, (ii) initiate enter into or participate in any discussions substantive discussion or negotiations with any Person negotiation with respect to, or provide any non-public confidential information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition merger agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or any other agreement similar Contract relating to an Acquisition ProposalProposal or enter into any Contract or agreement in principle requiring the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the transactions contemplated hereby, (iv) grant take any waiver, amendment action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or release under any standstill or confidentiality agreement or the other similar anti-takeover laws statute or regulation (including any transaction under, or a Third Party becoming an “interested shareholder” under, the PBCL), or any restrictive provision of any stateapplicable anti-takeover provision in the Company’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions) or (v) otherwise knowingly facilitate resolve, propose or agree to do any such inquiriesof the foregoing. The Company shall immediately cease and cause to be terminated any solicitation, proposalsdiscussion or negotiation with any Persons conducted prior to the execution of this Agreement by the Company, discussions, or negotiations its Subsidiaries or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause of the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person Representatives with respect to any Acquisition Proposal, effective immediately, which notice Proposal and shall also promptly request such Person to promptly the return or destroy destruction of all confidential information concerning provided by or on behalf of the Company and or any of its Subsidiaries and to such Person in connection with the consideration of any Acquisition Proposal to the extent that the Company shall take all reasonable necessary actions is entitled to secure its rights and ensure the performance of any have such Person’s obligations under any applicable confidentiality agreementdocuments returned or destroyed.
Appears in 1 contract
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries each Subsidiary shall not, directly or indirectly, and the Company shall instruct and otherwise use its reasonable best efforts to cause its their respective officers, directors, employees, agents or advisors or other representatives or consultants not to (i) initiatedirectly or indirectly, solicit or knowingly encourage initiate any inquiry proposals or offers relating to any Acquisition Proposal (as defined below). Company shall, unless the making Board of Directors of Company determines, in good faith, that the exercise of its fiduciary duties to Company shareholders under applicable law, as advised by outside counsel, prohibits the taking of such action, promptly advise Commerce orally and in writing of any proposal request for information relating to, or offer that constitutes an of any, Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing inquiry with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect or which could lead to any Acquisition Proposal, effective immediatelythe material terms and conditions of such request, which notice shall also request such Person to promptly return Acquisition Proposal or destroy all confidential information concerning the Company and its Subsidiaries inquiry and the identity of the Person making any such request, Acquisition Proposal or inquiry. Company shall take all reasonable necessary actions shall, unless the Board of Directors of Company determines, in good faith, that the exercise of its fiduciary duties to secure its rights Company shareholders under applicable law, as advised by outside counsel, prohibits the taking of such action, keep Commerce fully informed of the status and ensure the performance details (including amendments or proposed amendments) of any such Person’s obligations under request, Acquisition Proposal or inquiry. For purposes hereof, “Superior Proposal” shall mean any applicable confidentiality agreement.bona fide written Acquisition Proposal by a third party on terms determined in good faith by the Board of Directors of Company to be reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal and, if consummated to be more favorable to the shareholders of Company from a financial point of view than the Merger. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer to acquire in any manner 15% or more of any class of equity securities of, or a merger, consolidation, business combination, sale, recapitalization, liquidation, dissolution or other disposition or similar transaction involving 15% or more of the assets of, Company or any Significant
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commerce Bancshares Inc /Mo/)
Acquisition Proposals. (a) From the date hereof until the Closing Date Effective Time or, if earlier, the termination of date on which this Agreement is terminated in accordance with Article XIX, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its Subsidiaries and its and their respective officers, directors, employees, agents and representatives (including any investment bankers, attorneys or accountants retained by it or any of its Subsidiaries) not to to, directly or indirectly, (i) initiate, solicit solicit, knowingly encourage or knowingly encourage any inquiry or facilitate (including by way of providing information) the making submission of any proposal inquiries, proposals or offer offers (whether firm or hypothetical) that constitutes an constitute or may reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate have any discussions or negotiations with any Person with respect to, or provide any non-public confidential information or data concerning the Company or any of its Subsidiaries to any Person person relating to, to an Acquisition Proposal Proposal, or afford to engage in any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with negotiations concerning an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement approve or similar definitive agreementrecommend, or publicly propose to approve or recommend, any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant approve or recommend, or publicly propose to approve or recommend, or execute or enter into, any waiverletter of intent, amendment agreement in principle, memorandum of understanding, merger agreement, asset or release under any standstill share purchase or confidentiality share exchange agreement, option agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect other similar agreement related to any Acquisition Proposal, effective immediately(v) enter into any agreement or agreement in principle requiring, which notice directly or indirectly, the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (vi) propose or agree to do any of the foregoing. Notwithstanding the foregoing provisions of this Section 7.4(a), in the event that the Company receives an unsolicited bona fide written Acquisition Proposal and the Company’s board of directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, the Company may, and may permit its Subsidiaries and its and their officers, directors, employees, agents and representatives to, prior to (but not after) the date of the Company Stockholders Meeting, (A) take any action described in clause (ii) above and (B) to the extent permitted by and in compliance with Section 9.1(h), authorize the execution of a definitive agreement with respect to a Superior Proposal, in each case to the extent that its board of directors concludes in good faith (after receiving the advice of its outside counsel) that it is required to take such actions in order to comply with its fiduciary duties under applicable Law; provided, however, that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, the Company shall also request have entered into a written confidentiality agreement with such Person third party on terms no less favorable to the Company than the Confidentiality Agreement; and provided, further, that the Company shall promptly return or destroy all confidential provide Acquiror with any non-public information concerning the Company and or its Subsidiaries and the Company shall take all reasonable necessary actions provided to secure such person which was not previously provided to Acquiror (or its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreementrepresentatives).
Appears in 1 contract
Samples: Agreement and Plan of Merger (People's United Financial, Inc.)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the The Company and its Subsidiaries agrees that it shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to (i) initiateto, solicit or knowingly encourage any inquiry inquiries or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person proposals with respect to, or engage in any negotiations concerning, or provide any non-public confidential information to, or data concerning have any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or any proposal or offer to acquire in any Person relating tomanner a substantial equity interest in, an Acquisition Proposal or afford to any Person access to a substantial portion of the business, properties, assets or personnel of deposits of, the Company or any of its Subsidiaries in connection with Subsidiaries, other than the transactions contemplated by this 28 33 Agreement (any of the foregoing, an "Acquisition Proposal"); provided, (iii) enter into any acquisition agreementthat, merger agreement or similar definitive agreement, or any letter if the Company is not otherwise in violation of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereofthis Section 6.06, the Company and its officers and directors shallBoard may provide information to, and may engage in such negotiations or discussions with, a person, directly or through representatives, if (a) the Company shall instruct Board, after having consulted with and considered the written advice of counsel, has determined in good faith that the provision of such information or the engaging in such negotiations or discussion is required in order to discharge properly the directors' fiduciary duties in accordance with Delaware law and (b) the Company has received from such person a confidentiality agreement in substantially customary form. The Company also agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted prior to the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations date of this Agreement with any Persons that may be ongoing with respect to an Acquisition Proposalparties other than the Acquiror or the Bank, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any of the foregoing. The Company shall promptly (within 24 hours) advise the Acquiror following the receipt by it of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning and advise the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance Acquiror of any developments with respect to such Person’s obligations under any applicable confidentiality agreement.Acquisition Proposal immediately upon the occurrence thereof. 6.07
Appears in 1 contract
Samples: 2 Agreement (Dime Bancorp Inc)
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries shall not, and the nor shall it authorize or knowingly permit any Company shall instruct and use Subsidiary or any of its reasonable best efforts to cause its representatives not to or their respective directors, officers or employees or any 48 Representatives retained by it or any Company Subsidiary to, directly or indirectly, (i) initiatesolicit, solicit initiate or knowingly encourage any inquiry or the making of any proposal Alternative Transaction Proposal or offer that constitutes an Acquisition Proposal, (ii) initiate other than with Parent, Merger Sub or their respective directors, officers, employees or Representatives, enter into, continue or otherwise participate in any discussions or negotiations with regarding, or furnish to any Person with respect to, or provide any non-public information in connection with, any Alternative Transaction Proposal. Notwithstanding the foregoing or data any other provision of this Agreement to the contrary, if at any time prior to the receipt of the Company Stockholder Approval, the Company or any Company Subsidiary receives an Alternative Transaction Proposal, the Company and the Company Board (directly or through their Representatives) (i) may contact such Person and its advisors for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or is reasonably likely to lead to, a Superior Proposal, and (ii) if the Company Board determines in good faith after consultation with its legal and financial advisors that such Alternative Transaction Proposal is, or is reasonably likely to lead to, a Superior Proposal, the Company Board may (x) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Alternative Transaction Proposal (and its Representatives) pursuant to an executed confidentiality agreement on terms no more favorable, in the aggregate, to such Person than the terms of the Confidentiality Agreement; provided that (A) such confidentiality agreement shall permit the provision of all information to Parent that is contemplated or required by this Section 8.4 to be provided to Parent and (B) such confidentiality agreement shall include a standstill, except that (i) such standstill need not prohibit the Person making such Alternative Transaction Proposal from making such Alternative Transaction Proposal to the Company Board in a confidential manner and (ii) such confidentiality agreement need not include a standstill to the extent that the Person making such Alternative Acquisition Proposal has commenced a tender offer or exchange offer incorporating an Alternative Transaction Proposal; provided further, that a copy of all such information not previously provided to Parent (or its Representatives) is provided to Parent as promptly as reasonably practicable (but in no event later than twenty-four (24) hours) after such information has been provided to such Person (or its Representatives) and (y) participate in discussions or negotiations with the Person making such Alternative Transaction Proposal (and its Representatives) regarding such Alternative Transaction Proposal. (b) The Company shall, and shall cause each Company Subsidiary to, promptly request any Person that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential Alternative Transaction Proposal that remains in effect as of the date of this Agreement to return or destroy (in accordance with the terms of such confidentiality or non-disclosure agreement) all confidential information concerning the Company or any of the Company Subsidiaries in the possession of such person or its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to Representatives. (c) The Company shall as promptly as reasonably practicable (and in no event later than twenty-four (24) hours after receipt) notify Parent in writing in the business, properties, assets or personnel of event that the Company or any of its Representatives receives an Alternative Transaction Proposal or a request for 49 information relating to the Company or the Company Subsidiaries that is, or is reasonably likely to lead to, an Alternative Transaction Proposal, including the identity of the Person making the Alternative Transaction Proposal and the material terms and conditions thereof (including an unredacted copy of such Alternative Transaction Proposal or, where such Alternative Transaction Proposal is not in connection writing, a description of the terms thereof). The Company shall keep Parent reasonably informed, on a reasonably current basis, as to the status of discussions or negotiations relating to such Alternative Transaction Proposal (including by promptly (and in no event later than twenty-four (24) hours after receipt) providing to Parent copies of any proposals, indications of interest, and/or draft agreements relating to such Alternative Transaction Proposal). The Company agrees that it and the Company Subsidiaries will not enter into any agreement with any Person subsequent to the date of this Agreement that prohibits the Company from providing any information to Parent in accordance with, or otherwise complying with, this Section 8.4. (d) The Company Board shall not (i) (A) change, qualify, withdraw or modify (or authorize or publicly propose to change, qualify, withdraw or modify), in any such case in a manner materially adverse to Parent, the Company Recommendation, (B) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to stockholders of the Company an Acquisition Alternative Transaction Proposal, (iiiC) if an Alternative Transaction Proposal that is a tender or exchange offer shall have been publicly announced or disclosed, fail to recommend against acceptance of such tender or exchange offer prior to the earlier of (1) the Business Day prior to the date of the then scheduled Company Stockholders’ Meeting and (2) the tenth (10th) Business Day after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act or (D) if an Alternative Transaction Proposal other than a tender offer or exchange offer shall have been publicly announced or disclosed, fail to recommend against such Alternative Transaction Proposal or fail to reaffirm the Company Recommendation, in either case on or prior to the later of (x) the fifth (5th) Business Day prior to the then scheduled Company Stockholders’ Meeting, or (y) the tenth (10th) Business Day after such Alternative Transaction Proposal shall have been publicly announced or disclosed (but in any event at least one (1) Business Day prior to such scheduled Company Stockholders’ Meeting) (any action described in this clause (i), an “Adverse Recommendation Change”), or (ii) authorize, cause or permit the Company or any Company Subsidiary to enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding understanding, agreement (including an acquisition agreement, merger agreement, joint venture agreement or other agreement) or agreement in principleprinciple with respect to any Alternative Transaction Proposal (other than a confidentiality Agreement entered into in accordance with Section 8.4(a)). (e) Notwithstanding anything to the contrary contained in this Agreement, prior to the Company Stockholders’ Meeting, but not after, the Company Board may, in response to a bona fide Superior Proposal that did not result from a breach of Section 8.4, (1) make an Adverse Recommendation Change or (2) terminate this Agreement in accordance with Section 10.1(h) in order to enter into a definitive agreement for such Superior Proposal, in either case if and only if, prior to taking such action, the Company Board has determined in good faith, after consultation with its independent financial advisor and outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary 50 duties under Applicable Law; provided, however, that, prior to taking either such action, (w) the Company has given Parent at least three (3) calendar days’ prior written notice of its intention to take such action, including the terms and conditions of, and the identity of the Person making, any such Superior Proposal and has contemporaneously provided to Parent a copy of the Superior Proposal or any proposed acquisition agreements and a copy of any related financing commitments in the Company’s possession (or, in each case, if not provided in writing to the Company, a written summary of the terms thereof), (x) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate and is actively negotiating, concerning any revisions to the terms of this Agreement proposed by Parent, (y) following the end of such notice period, the Company Board shall have determined, after consultation with its independent financial advisor and outside legal counsel, and after taking into account the revisions to the terms of this Agreement to which Parent has committed in writing, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal (assuming the revisions committed to by Parent were to be given effect) and that the failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, and (z) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other agreement relating to an Acquisition material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (ivw) grant above of this proviso and a new notice period under clause (w) of this proviso shall commence (except that the three (3) calendar day notice period referred to in clause (w) above of this proviso shall instead be equal to the longer of (1) two (2) calendar days and (2) the period remaining under the notice period under clause (w) of this proviso immediately prior to the delivery of such additional notice under this clause (z)) during which time the Company shall be required to comply with the requirements of this Section 8.4(e) anew with respect to such additional notice, including clauses (w) through (z) above of this proviso; and provided, further, that the Company has complied in all material respects with its obligations under this Section 8.4. (f) Notwithstanding anything to the contrary contained in this Agreement, other than in connection with an Alternative Transaction Proposal, the Company Board may, at any waivertime prior to, amendment or release but not after, obtaining the Company Stockholder Approval, make an Adverse Recommendation Change if, prior to taking such action, the Company Board has determined in good faith, after consultation with its independent financial advisor and outside legal counsel, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under Applicable Law; provided, however, that prior to taking such action, (i) the Company has given Parent at least three (3) calendar days’ prior written notice of its intention to take such action, and specifying in reasonable detail the potential reasons therefor, (ii) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate and so long as Parent is actively negotiating, to enable Parent to propose revisions to the terms of this Agreement such that it would cause such Company Board to not make such Adverse Recommendation Change, and (iii) following the end of such notice period, the Company Board shall have taken into account any standstill or confidentiality agreement revisions to the terms of this Agreement 51 proposed in writing by Parent, and shall have determined, after consultation with its independent financial advisor and outside legal counsel, that the failure to make an Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under Applicable Law; and provided, further, that the Company has complied in all material respects with its obligations under this Section 8.4. (g) Notwithstanding anything to the contrary contained herein, the Company or the antiCompany Board shall be permitted to comply with Rule 14d-9, 14e-2 or Item 1012(a) of Regulation M-takeover laws A promulgated under the Exchange Act; provided that this Section 8.4(g) shall not be deemed to permit the Company Board or any committee of the Company Board to effect an Adverse Recommendation Change except as provided for in Section 8.4(e) and Section 8.4(f). Notwithstanding anything to the contrary contained herein, the Company Board shall be permitted to waive any state, “standstill” provision (but not take any actions contemplated by clauses (x) or (vy) otherwise knowingly facilitate any of clause (ii) of the second sentence of Section 8.4(a), except in compliance with such inquiriesSection) to the extent, proposalsbut only to the extent, discussions, or negotiations or any effort or attempt by any necessary to permit a Person to make an Acquisition Proposal. From Alternative Transaction Proposal to the Company Board in a confidential manner, if and only if the Company Board shall have determined in good faith, after the date hereofconsultation with its independent financial advisor and outside legal counsel, the Company and its officers and directors shall, and failure to so waive would be inconsistent with the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any such Person’s obligations directors’ fiduciary duties under any applicable confidentiality agreement.Applicable Law. Section 8.5
Appears in 1 contract
Samples: Iv Agreement and Plan of Merger
Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the (a) The Company and its Subsidiaries shall not, and the nor shall it authorize or knowingly permit any Company shall instruct and use Subsidiary or any of its reasonable best efforts to cause its representatives not to or their respective directors, officers or employees or any Representatives retained by it or any Company Subsidiary to, directly or indirectly, (i) initiatesolicit, solicit initiate or knowingly encourage any inquiry or the making of any proposal Alternative Transaction Proposal or offer that constitutes an Acquisition Proposal, (ii) initiate other than with Parent, Merger Sub or their respective directors, officers, employees or Representatives, enter into, continue or otherwise participate in any discussions or negotiations with regarding, or furnish to any Person with respect to, or provide any non-public information in connection with, any Alternative Transaction Proposal. Notwithstanding the foregoing or data concerning any other provision of this Agreement to the contrary, if at any time prior to the receipt of the Company Stockholder Approval, the Company or any of its Subsidiaries to any Person relating to, Company Subsidiary receives an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Alternative Transaction Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and the Company Board (directly or through their Representatives) (i) may contact such Person and its officers advisors for the purpose of clarifying the proposal and directors shallany material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or is reasonably likely to lead to, a Superior Proposal, and (ii) if the Company Board determines in good faith after consultation with its legal and financial advisors that such Alternative Transaction Proposal is, or is reasonably likely to lead to, a Superior Proposal, the Company Board may (x) furnish information with respect to the Company and the Company shall instruct Subsidiaries to the Person making such Alternative Transaction Proposal (and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect Representatives) pursuant to an executed confidentiality agreement on terms no more favorable, in the aggregate, to such Person than the terms of the Confidentiality Agreement; provided that (A) such confidentiality agreement shall permit the provision of all information to Parent that is contemplated or required by this Section 8.4 to be provided to Parent and (B) such confidentiality agreement shall include a standstill, except that (i) such standstill need not 49 prohibit the Person making such Alternative Transaction Proposal from making such Alternative Transaction Proposal to the Company Board in a confidential manner and (ii) such confidentiality agreement need not include a standstill to the extent that the Person making such Alternative Acquisition Proposal has commenced a tender offer or exchange offer incorporating an Alternative Transaction Proposal; provided further, and that a copy of all such information not previously provided to Parent (or its Representatives) is provided to Parent as promptly as reasonably practicable thereafter notify each (but in no event later than twenty-four (24) hours) after such information has been provided to such Person to the effect that the Company is ending all (or its Representatives) and (y) participate in discussions and or negotiations with the Person making such Person with respect to any Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return or destroy all confidential information concerning the Company Alternative Transaction Proposal (and its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and ensure the performance of any Representatives) regarding such Person’s obligations under any applicable confidentiality agreementAlternative Transaction Proposal.
Appears in 1 contract
Acquisition Proposals. From the date hereof until through the earlier of the Closing Date or, if earlier, or the date of termination of this Agreement in accordance with Article XVI, except in furtherance of the transactions contemplated by this Agreement, the Company and its Subsidiaries shall notwill not directly or indirectly, and through any Affiliate or representative or otherwise, except in furtherance of the Company shall instruct and use its reasonable best efforts to cause its representatives not Merger, nor will it permit the Securityholders, to (ia) initiatesolicit, solicit initiate or knowingly encourage any inquiry or the making (including by way of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any furnishing material non-public information information) submission of any proposals or data concerning the Company offers, or any action likely to lead to the submission of its Subsidiaries to such a proposal or offer, from any Person relating to, an Acquisition Proposal or afford to any Person access to the businessdirect or indirect purchase by any Person, propertiesother than Parent, of any assets or personnel of the Company or any of its the Subsidiaries in connection with outside the ordinary course of business, or any equity interest in, or any merger, consolidation, share exchange or business combination with, the Company or any of the Subsidiaries (collectively, an “Acquisition Proposal”), (iiib) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person other than Parent any information with respect to, or otherwise cooperate in any way with or assist or facilitate any Acquisition Proposal by any Person, (c) enter into any acquisition agreementContract with respect to any Acquisition Proposal or (d) sell, merger agreement transfer or similar definitive agreementotherwise dispose of, or enter into any letter of intentContract with respect to the sale, memorandum of understanding transfer or agreement disposition of, any interest in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, Capital Stock or other equity interests of the Company. Each Securityholder and the Company immediately shall instruct cease and cause the Company’s representativesto be terminated any existing discussions, its Subsidiaries conversations, negotiations and their representatives to, immediately cease and terminate all discussions and negotiations other communications with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each . Each such Person to the effect that the Company is ending all discussions and negotiations shall notify Parent promptly if any such Acquisition Proposal, or any inquiry or other contact with such any Person with respect thereto, is made and shall, in any such notice to any Parent, indicate the identity of the Person making such Acquisition Proposal, effective immediately, which notice shall also request such Person to promptly return inquiry or destroy all confidential information concerning the Company and its Subsidiaries contact and the Company shall take all reasonable necessary actions to secure its rights terms and ensure the performance conditions of such Acquisition Proposal, inquiry or other contact (including a copy of any such Person’s obligations under any applicable confidentiality agreement.written or electronic mail transmissions received in connection therewith). AGREEMENT AND PLAN OF MERGER 50
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