4Acquisition Proposals Sample Clauses

4Acquisition Proposals. Prior to the Closing, each of Parent and Sellers agrees that it shall not, and Parent and Sellers shall cause the Company, its and their Affiliates, and the Representatives of all of the foregoing not to, directly or indirectly, (a) encourage, solicit, initiate, make, or facilitate the making of, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (b) ​ ​ participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Buyer and its Representatives) in connection with any Acquisition Proposal, (c) release or 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 or similar agreement to which the Company is a party or under which the Company has any rights with respect to the divestiture of the securities or any material portion of the assets of the Company (except for any such agreement with Buyer or any of its Affiliates), or (d) enter into any agreement, letter of intent, agreement-in-principle, acquisition agreement, or other instrument contemplating or otherwise relating to any Acquisition Proposal or requiring such Party to abandon, terminate, or fail to consummate any of the transactions contemplated by this Agreement.